10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
QUARTERLY REPORT

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission file number 001-31616

INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	22-3059110 (I.R.S. Employer Identification No.)
10250 Constellation Blvd., Suite 3400 Los Angeles, California (Address of principal executive offices)	90067 (Zip Code)

Registrant's telephone number, including area code: (310) 788-1999

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         As of May 9, 2013, there were 45,267,723 shares of Common Stock, no par value, outstanding.

         Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

	Page
Table of Definitions	3
Part I. Financial Information	4
Item 1. Financial Statements (Unaudited)	4
Condensed, Consolidated Balance Sheets March 31, 2013 and December 31, 2012	4
Condensed, Consolidated Statements of Income Three Months Ended March 31, 2013 and 2012	5
Condensed, Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2013 and 2012	6
Condensed, Consolidated Statements of Cash Flows Three Months Ended March 31, 2013 and 2012	7
Notes to Condensed, Consolidated Financial Statements	9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3. Quantitative and Qualitative Disclosures about Market Risk	51
Item 4. Controls and Procedures	52
Part II. Other Information	53
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 4. Mine Safety Disclosures	54
Item 6. Exhibits	54
Signatures	56

2

TABLE OF DEFINITIONS

AIG	American International Group, Inc.
Airbus	Airbus S.A.S.
AOCI	Accumulated other comprehensive income
Boeing	The Boeing Company
The Company, ILFC, we, our, us	International Lease Finance Corporation
CVA	Credit Value Adjustment
ECA	Export Credit Agency
FASB	Financial Accounting Standards Board
Fitch	Fitch Ratings, Inc.
GAAP	Generally Accepted Accounting Principles in the United States of America
IRS	Internal Revenue Service
LIBOR	London Interbank Offered Rates
Moody's	Moody's Investors Service, Inc.
MVA	Market Value Adjustment
OCI	Other comprehensive income
part-out	Disassembly of an aircraft for the sale of its parts
PB	Primary beneficiary
SEC	U.S. Securities and Exchange Commission
S&P	Standard and Poor's Ratings Services
SPE	Special Purpose Entity
VIEs	Variable Interest Entities
WKSI	Well Known Seasoned Issuer

3

PART I. FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

INTERNATIONAL LEASE FINANCE CORPORATION AND SUSIDIARIES

CONDENSED, CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	March 31, 2013			December 31, 2012
ASSETS
Cash and cash equivalents, including interest bearing accounts of $3,207,173 (2013) and $2,964,136 (2012)	$	3,255,269		$	3,027,587
Restricted cash, including interest bearing accounts of $381,103 (2013) and $406,788 (2012)		391,963			695,388
Net investment in finance and sales-type leases		92,264			93,936
Flight equipment		48,625,345			48,419,478
Less accumulated depreciation		14,322,730			13,951,169
		34,302,615			34,468,309
Deposits on flight equipment purchases		597,703			470,200
Lease receivables and other assets		754,635			785,602
Deferred debt issue costs, less accumulated amortization of $326,539 (2013) and $310,371 (2012)		279,734			269,335
	$	39,674,183		$	39,810,357
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables	$	485,588		$	566,219
Current income taxes and other tax liabilities		262,007			269,846
Secured debt financing, net of deferred debt discount of $14,143 (2013) and $15,125 (2012)		9,219,713			9,489,247
Unsecured debt financing, net of deferred debt discount of $34,799 (2013) and $37,207 (2012)		13,914,655			13,853,540
Subordinated debt		1,000,000			1,000,000
Derivative liabilities		16,718			20,933
Security deposits, deferred overhaul rental and other customer deposits		2,614,679			2,524,981
Deferred income taxes		4,166,695			4,142,723
Commitments and Contingencies—Note L
SHAREHOLDERS' EQUITY
Market Auction Preferred Stock, $100,000 per share liquidation value; Series A and B, each having 500 shares issued and outstanding		100,000			100,000
Common stock—no par value; 100,000,000 authorized shares, 45,267,723 issued and outstanding		1,053,582			1,053,582
Paid-in capital		1,261,904			1,262,551
Accumulated other comprehensive loss		(10,029	)		(12,491	)
Retained earnings		5,588,671			5,539,226
Total shareholders' equity		7,994,128			7,942,868
	$	39,674,183		$	39,810,357

See notes to condensed, consolidated financial statements.

4

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

	March 31, 2013		March 31, 2012
REVENUES AND OTHER INCOME
Rental of flight equipment	$	1,013,920	$	1,122,225
Flight equipment marketing and gain on aircraft sales		2,281		6,056
Other income		45,955		23,263
		1,062,156		1,151,544
EXPENSES
Interest		384,128		390,820
Depreciation of flight equipment		464,112		479,650
Aircraft impairment charges on flight equipment held for use		19,706		11,171
Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed		26,496		7,344
Loss on early extinguishment of debt		2,474		20,880
Aircraft costs		13,636		18,828
Selling, general and administrative		79,443		65,938
Other expenses		7,368		4,700
		997,363		999,331
INCOME BEFORE INCOME TAXES		64,793		152,213
Provision for income taxes		15,177		53,204
NET INCOME	$	49,616	$	99,009

See notes to condensed, consolidated financial statements.

5

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

	March 31, 2013		March 31, 2012
NET INCOME	$	49,616	$	99,009
OTHER COMPREHENSIVE INCOME (LOSS)
Net changes in fair value of cash flow hedges, net of tax (provision) benefit of $(1,243) (2013) and $302 (2012) and net of reclassification adjustments		2,278		(259	)
Change in unrealized fair value adjustments of available-for-sale securities, net of tax (provision) benefit of $(100) (2013) and $2 (2012) and net of reclassification adjustments		184		(6	)
		2,462		(265	)
COMPREHENSIVE INCOME	$	52,078	$	98,744

See notes to condensed, consolidated financial statements.

6

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

	March 31, 2013			March 31, 2012
OPERATING ACTIVITIES
Net income	$	49,616		$	99,009
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		464,112			479,650
Deferred income taxes		22,629			46,200
Amortization of deferred debt issue costs		19,039			19,845
Amortization of debt discount		3,450			3,222
Amortization of prepaid lease costs		17,008			11,903
Aircraft impairment charges and fair value adjustments		46,202			18,515
Forfeitures of customer deposits		(14,604	)		(2,341	)
Loss on early extinguishment of debt		2,474			20,880
Other, including gain on aircraft sales and disposals		2,815			(13,937	)
Changes in operating assets and liabilities:
Lease receivables and other assets		6,999			3,650
Accrued interest and other payables		(74,124	)		(48,670	)
Current income taxes and other tax liabilities		(7,839	)		4,513
Net cash provided by operating activities		537,777			642,439
INVESTING ACTIVITIES
Acquisition of flight equipment		(378,205	)		(489,150	)
Payments for deposits and progress payments		(123,162	)		(69,262	)
Proceeds from disposal of flight equipment		8,300			17,300
Change in restricted cash		303,425			30,097
Collections of notes receivable		430			6,307
Collections of finance and sales-type leases		16,397			2,981
Net cash (used in) investing activities		(172,815	)		(501,727	)
FINANCING ACTIVITIES
Proceeds from debt financing		1,263,887			2,530,895
Payments in reduction of debt financing, net of foreign currency swap settlements		(1,475,756	)		(2,270,396	)
Debt issue costs		(31,945	)		(38,233	)
Security and rental deposits received		69,544			26,203
Security and rental deposits returned		(26,399	)		(25,118	)
Overhaul rentals collected		173,972			102,824
Overhaul rentals reimbursed		(109,987	)		(116,524	)
Net change in other deposits		—			27,175
Payment of preferred dividends		(109	)		(102	)
Net cash (used in) provided by financing activities		(136,793	)		236,724
Net increase in cash		228,169			377,436
Effect of exchange rate changes on cash		(487	)		(9	)
Cash at beginning of period		3,027,587			1,975,009
Cash at end of period	$	3,255,269		$	2,352,436

See accompanying notes.

7

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	March 31, 2013			March 31, 2012
Cash paid during the period for:
Interest, excluding interest capitalized of $5,375 (2013) and $3,390 (2012)	$	438,439		$	453,296
Income taxes, net		385	(a)		1,680	(a)

^(a)

Includes no payment and approximately $2 million paid to AIG for ILFC tax liability for the three month periods ending March 31, 2013 and 2012, respectively.

Non-Cash Investing and Financing Activities

2013:

Customer deposits of $14,604 were forfeited and recognized in income.

Flight equipment in the amount of $12,738 was reclassified to Net investment in finance and sales-type leases.

Flight equipment in the amount of $8,196 was reclassified to Lease receivables and other assets.

Accrued interest and other payables of $6,486 were applied to Acquisition of flight equipment to reflect the fair value of an aircraft purchased under an asset value guarantee.

2012:

Deposits on flight equipment purchases of $36,532 were applied to Acquisition of flight equipment.

Flight equipment in the amount of $81,322 was reclassified to Lease receivables and other assets in the amount of $80,801, with $521 charged to income.

Flight equipment classified as Net investment in finance and sales-type leases in the amount of $20,819 was reclassified to Flight equipment.

Security deposits, deferred overhaul rentals and other customer deposits of $10,176 were reclassified to Accrued interest and other payables to reflect rents received in advance.

See notes to condensed, consolidated financial statements.

8

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

A. Basis of Preparation

        We are an indirect wholly-owned subsidiary of AIG. AIG is a leading global insurance company that provides a wide range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in more than 130 countries.

        The accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

        The accompanying unaudited, condensed, consolidated financial statements include our accounts and accounts of all other entities in which we have a controlling financial interest. See Note M—Variable Interest Entities for further discussions on VIEs. All material intercompany accounts have been eliminated in consolidation.

        Results for the three months ended March 31, 2013 include out of period adjustments related to prior years, which increased after-tax income by $8.3 million. The out of period adjustments primarily relate to IRS audit interest amounts recognized in the fourth quarter 2011 tax provision, which were reversed in the first quarter of 2013.

        Management has determined, after evaluating the quantitative and qualitative aspects of these out of period adjustments, that our current and prior period financial statements and our projected 2013 results are not materially misstated.

        In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods presented have been included. Certain reclassifications have been made to the 2012 unaudited, condensed, consolidated financial statements to conform to the 2013 presentation. Operating results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.

        On December 9, 2012, AIG entered into a definitive agreement with Jumbo Acquisition Limited for the sale of 80.1% of our common stock for approximately $4.2 billion in cash. Jumbo Acquisition Limited may elect to purchase an additional 9.9% of our common stock for $522.5 million within ten days after the approval of the purchase by the Committee on Foreign Investment in the United States. If Jumbo Acquisition Limited elects to purchase the additional stock, AIG will retain a 10% ownership interest in us, otherwise 19.9% ownership will remain with AIG. Each case is subject to dilution for issuances of stock to management, which would reduce AIG's ownership interest. If Jumbo Acquisition Limited elects to purchase the additional 9.9%, we expect AIG to own 9.4% of our common stock at the closing due to immediate dilution from anticipated management issuances. The sale is expected to close in 2013. The transaction is subject to required regulatory approvals and other customary closing conditions.

9

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

B. Recent Accounting Pronouncements

Adoption of Recent Accounting Guidance:

Presentation of Comprehensive Income

        In February 2013, the FASB issued guidance on the presentation requirements for items reclassified out of Accumulated other comprehensive income. We are required to disclose the effect of significant items reclassified out of Accumulated other comprehensive income on the respective line items of net income or provide a cross-reference to other disclosures currently required under GAAP.

        We adopted the guidance on January 1, 2013, when it became effective. The adoption had no impact on our financial condition, results of operations or cash flows. However, due to this adoption, we have included additional disclosures for items reclassified out of AOCI in Note Q—Accumulated Other Comprehensive (Loss) Income.

Disclosures about Offsetting Assets and Liabilities

        In February 2013, the FASB issued an accounting guidance update that clarifies the scope of transactions subject to disclosures about offsetting assets and liabilities. The guidance applies to financial instruments and derivative instruments that are offset either in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. This guidance was effective January 1, 2013, and required retrospective application. The adoption of this guidance had no effect on our consolidated financial statements, results of operations or cash flows, and we did not include additional disclosures because all of our derivatives were in liability positions.

C. Income Taxes

        Our effective tax rate for the three months ended March 31, 2013, decreased to 23.4% from 35.0% for the same period in 2012 primarily due to an $8.8 million interest refund allocation from AIG related to IRS audit adjustments, which had a beneficial impact to our effective tax rate and was discretely recorded for the three months ended March 31, 2013.

D. Restricted Cash

        Restricted cash of $392.0 million and $695.4 million at March 31, 2013 and December 31, 2012, respectively, consisted primarily of cash that is restricted under our ECA facility agreement entered into in 2004. The restricted cash at December 31, 2012, also included a $287.0 million cash advance under our Ex-Im financing arrangement, which became available to us to finance the purchase of two aircraft during the three months ended March 31, 2013. See Note J—Debt Financings.

E. Related Party Transactions

        Related Party Allocations and Fees:    We are party to cost sharing agreements, including tax, with AIG. Generally, these agreements provide for the allocation of corporate costs based upon a proportional allocation of costs to all subsidiaries. We also pay other subsidiaries of AIG a fee related to management services provided for certain of our foreign subsidiaries and we earn management fees from two trusts consolidated by AIG for the management of aircraft we sold to the trusts in prior years. ILFC is included in the consolidated federal income tax return of AIG as well as certain state tax returns where AIG files on a combined/unitary basis. Settlements with AIG for taxes are determined in accordance with our tax sharing agreements.

10

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

E. Related Party Transactions (Continued)

        Dividends and Capital Contribution:    We transferred two corporate aircraft with a combined net book value of $37.3 million to AIG during the year ended December 31, 2012. The transaction was recorded in Retained earnings as a dividend of $25.4 million, net of taxes of $11.9 million. We also received one corporate aircraft from AIG and we recorded $16.7 million, net of taxes of $9.2 million, in Lease receivables and other assets and as a capital contribution in Paid-in capital to reflect the transaction.

        Expenses Paid by AIG on Our Behalf:    We recorded $0.6 million and $2.6 million in Additional paid in capital for the three months ended March 31, 2013 and the year ended December 31, 2012, respectively, for compensation and other expenses paid by AIG on our behalf for which we were not required to reimburse.

        Derivatives and Insurance Premiums:    The counterparty of all of our interest rate swap agreements as of March 31, 2013, was AIG Markets, Inc., a wholly-owned subsidiary of AIG. See Note N—Fair Value Measurements and Note O—Derivative Financial Instruments. In addition, we purchase insurance through a broker who may place part of our policies with AIG. Total insurance premiums were $2.0 million and $2.4 million for the three months ended March 31, 2013 and 2012, respectively.

        Our financial statements include the following amounts involving related parties:

	Three Months
Income Statement	March 31, 2013			March 31, 2012
	(Dollars in thousands)
Expense (income):
Effect from derivatives on contracts with AIG Markets, Inc.(a)	$	298		$	305
Interest on derivative contracts with AIG Markets, Inc.		3,496			5,081
Allocation of corporate costs from AIG		6,627			8,677
Interest on time deposit account with AIG Markets(a)		(826	)		(594	)
Management fees received		(2,094	)		(2,205	)
Management fees paid to subsidiaries of AIG		31			40

Balance Sheet	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Asset (liability):
Time deposit account with AIG Markets(a)	$	1,104,422		$	1,103,591
Derivative liabilities(b)		(16,718	)		(20,933	)
Current income taxes and other tax liabilities to AIG(c)		(291,853	)		(299,333	)
Accrued corporate costs payable to AIG		(21,802	)		(20,969	)
Equity:
Aircraft transfer to AIG, net of tax of $11,866 (2012)		—			25,379
Aircraft contribution from AIG, net of tax of $9,211 (2012)		—			(16,690	)
Compensation and other expenses paid by AIG		647			2,636

(a)

We have a 30-day interest bearing time deposit account with AIG Markets, Inc., all of which is available for use in our operations. If we request that funds be made available to us prior to the maturity date of the time deposit, we may have to pay a breakage fee to AIG Markets, Inc.

(b)

See Note O—Derivative Financial Instruments for all derivative transactions.

(c)

We made no payment during the three months ended March 31, 2013, and paid approximately $1.7 million to AIG during the year ended December 31, 2012.

11

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

F. Other Income

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
AeroTurbine revenue
Engines, airframes, parts and supplies	$	58,182		$	73,282
Cost of sales		(48,696	)		(60,949	)
		9,486			12,333
Interest and Other		36,469			10,930
Total	$	45,955		$	23,263

G. Aircraft Impairment Charges on Flight Equipment Held for Use

        Management evaluates quarterly the need to perform a recoverability assessment of aircraft in our fleet considering the requirements under GAAP. Recurring recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our aircraft may not be fully recoverable, which may require us to change our assumptions related to future estimated cash flows. The events or changes in circumstances considered include potential sales, changes in contracted lease terms, changes in the status of an aircraft as leased, re-leased, or not subject to lease, repossessions of aircraft, changes in portfolio strategies, changes in demand for a particular aircraft type and changes in economic and market circumstances. Any of these events would be considered when it occurs before the financial statements are issued, including lessee bankruptcies occurring subsequent to the balance sheet date.

        During the three months ended March 31, 2013 and March 31, 2012, we recorded impairment charges of $19.7 million and $11.2 million, respectively, as a result of our recurring recoverability assessments. We recorded impairment charges on two aircraft during both periods.

H. Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

        From time to time we will dispose of aircraft from our fleet held for use prior to the conclusion of their useful life, most frequently through either a sale or part-out. As part of the recoverability assessment of our fleet, management assesses potential transactions and the likelihood that each individual aircraft will continue to be held for use as part of our leased fleet, or if the aircraft will be disposed of as mentioned above. If management determines that it is more likely than not that an aircraft will be disposed of through either a sale or part-out as a result of a potential transaction, a recoverability assessment is performed, and if impaired, the aircraft is recorded at the lower of fair market value or its current carrying value, with any necessary adjustments recorded in our Condensed, Consolidated Statement of Income. Further, if the aircraft meets the criteria to be classified as Flight equipment held for sale, we reclassify the aircraft from Flight equipment into Flight equipment held for sale (subsequent to recording any necessary impairment charges or fair value adjustments).

12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

H. Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed (Continued)

        We reported the following impairment charges and fair value adjustments on flight equipment sold or to be disposed:

	Three Months Ended
	March 31, 2013					March 31, 2012
	Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments			Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments
	(Dollars in millions)
Loss
Impairment charges and fair value adjustments on aircraft likely to be sold or sold (including sales-type leases)		2	$	9.5			2	$	5.2
Impairment charges on aircraft intended to be or designated for part-out		8		17.0	(a)		—		2.1	(a)
Total Impairment charges and fair value adjustments on flight equipment		10	$	26.5	(a)		2	$	7.3	(a)

^(a)

Includes charges relating to one engine for the three months ended March 31, 2013, and three engines for the three months ended March 31, 2012.

I. Lease Receivables and Other Assets

        Lease receivables and other assets consisted of the following:

	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Lease receivables	$	185,216	$	199,694
AeroTurbine Inventory		166,975		149,390
Lease incentive costs, net of amortization		120,216		128,616
Straight-line rents and other assets		210,985		235,780
Goodwill and Other intangible assets(a)		48,184		48,887
Notes and trade receivables, net of allowance(b)		23,059		23,181
Derivative assets(c)		—		54
	$	754,635	$	785,602

^(a)

Goodwill relates to our acquisition of AeroTurbine.

^(b)

Notes receivable are primarily from the sale of flight equipment and are fixed with varying interest rates from 2.0% to 10.5%.

^(c)

See Note O—Derivative Financial Instruments.

13

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

I. Lease Receivables and Other Assets (Continued)

        We had the following activity in our allowance for credit losses on notes receivable during the year ended December 31, 2012:

	(Dollars in thousands)
Balance at December 31, 2011	$	41,396
Provision		(9,727	)
Write-offs		(31,669	)
Balance at December 31, 2012	$	—

        During the three months ended March 31, 2013, we did not have any activity in our allowance for credit losses on notes receivable.

J. Debt Financings

        Our debt financing was comprised of the following at the respective dates:

	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Secured
Senior secured bonds	$	3,900,000		$	3,900,000
ECA and Ex-Im financings		2,055,211			2,193,229
Secured bank debt(a)		1,828,645			1,961,143
Institutional secured term loans		1,450,000			1,450,000
Less: Deferred debt discount		(14,143	)		(15,125	)
		9,219,713			9,489,247
Unsecured
Bonds and medium-term notes		13,949,454			13,890,747
Less: Deferred debt discount		(34,799	)		(37,207	)
		13,914,655			13,853,540
Total Senior Debt Financings		23,134,368			23,342,787
Subordinated Debt		1,000,000			1,000,000
	$	24,134,368		$	24,342,787

^(a)

Of this amount, $186.7 million (2013) and $270.5 million (2012) is non-recourse to ILFC. These secured financings were incurred by VIEs and consolidated into our Condensed, Consolidated Financial Statements.

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NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

J. Debt Financings (Continued)

        The following table presents information regarding the collateral pledged for our secured debt:

	As of March 31, 2013
	Debt Outstanding		Net Book Value of Collateral			Number of Aircraft
	(Dollars in thousands)
Senior secured bonds	$	3,900,000	$	6,399,839			174
ECA and Ex-Im Financings		2,055,211		5,605,452			121
Secured bank debt		1,828,645		2,683,979	(a)		61	(a)
Institutional secured term loans		1,450,000		2,623,517	(b)		89	(b)
Total	$	9,233,856	$	17,312,787			445

^(a)

Amounts represent net book value of collateral and number of aircraft securing ILFC secured bank term debt. Amounts do not include assets securing AeroTurbine's secured revolving credit facility. AeroTurbine's credit facility, under which $269.9 million was drawn as of March 31, 2013, is secured by substantially all of AeroTurbine's assets.

^(b)

Amounts reflect the net book value of collateral and number of aircraft securing the ILFC $900 million secured term loan after our $150 million partial prepayment of the loan subsequent to March 31, 2013, which reduced the collateral on such loan by eight aircraft. The debt outstanding for institutional secured term loans does not reflect this prepayment. Amounts also include our other institutional secured term loan of $550 million and its related collateral.

Senior Secured Bonds

        On August 20, 2010, we issued $3.9 billion of senior secured notes, with $1.35 billion maturing in September 2014 and bearing interest of 6.5%, $1.275 billion maturing in September 2016 and bearing interest of 6.75%, and $1.275 billion maturing in September 2018 and bearing interest of 7.125%. The notes are secured by a designated pool of aircraft, initially consisting of 174 aircraft and their equipment and related leases, and cash collateral when required. In addition, two of our subsidiaries, which either own or hold leases of aircraft included in the pool securing the notes, have guaranteed the notes. We can redeem the notes at any time prior to their maturity, provided we give notice between 30 to 60 days prior to the intended redemption date and subject to a penalty of the greater of 1% of the outstanding principal amount and a "make-whole" premium. There is no sinking fund for the notes.

        The indenture and the aircraft mortgage and security agreement governing the senior secured notes contain customary covenants that, among other things, restrict our and our restricted subsidiaries' ability to: (i) create liens; (ii) sell, transfer or otherwise dispose of the assets serving as collateral for the senior secured notes; (iii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iv) designate restricted subsidiaries as non-restricted subsidiaries or designate non-restricted subsidiaries; and (v) make investments in or transfer assets to non-restricted subsidiaries. The indenture also restricts our and the subsidiary guarantors' ability to consolidate, merge, sell or otherwise dispose of all, or substantially all, of our assets.

        The indenture also provides for customary events of default, including but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from

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(Unaudited)

J. Debt Financings (Continued)

non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the senior secured notes may immediately become due and payable.

ECA Financings

        We entered into ECA facility agreements in 1999 and 2004 through certain direct and indirect wholly owned subsidiaries that have been designated as non-restricted subsidiaries under our indentures. The 1999 and 2004 ECA facilities were used to fund purchases of Airbus aircraft through 2001 and June 2010, respectively. New financings are no longer available to us under either ECA facility.

        As of March 31, 2013, approximately $1.8 billion was outstanding under the 2004 ECA facility and no loans were outstanding under the 1999 ECA facility. The interest rates on the loans outstanding under the 2004 ECA facility are either fixed or based on LIBOR and ranged from 0.417% to 4.711% at March 31, 2013. The net book value of the aircraft purchased under the 2004 ECA facility was $4.0 billion at March 31, 2013. The loans are guaranteed by various European ECAs. We have collateralized the debt with pledges of the shares of wholly owned subsidiaries that hold title to the aircraft financed under the facilities. The 2004 ECA facility contains customary events of default and restrictive covenants, including a covenant to maintain a minimum consolidated tangible net worth.

        Because of our current long-term debt ratings, the 2004 ECA facility requires us to segregate security deposits, overhaul rentals and rental payments received under the leases related to the aircraft funded under the 2004 ECA facility (segregated rental payments are used to make scheduled principal and interest payments on the outstanding debt). The segregated funds are deposited into separate accounts pledged to and controlled by the security trustee of the 2004 ECA facility. At March 31, 2013 and December 31, 2012, respectively, we had segregated security deposits, overhaul rentals and rental payments aggregating $378.4 million and $405.4 million related to aircraft funded under the 2004 ECA facility. The segregated amounts fluctuate with changes in security deposits, overhaul rentals, rental payments and principal and interest payments related to the aircraft funded under the 2004 ECA facility. In addition, if a default resulting in an acceleration of the obligations under the 2004 ECA facility were to occur, pursuant to the cross-collateralization agreement described below, we would have to segregate lease payments, overhaul rentals and security deposits received after such acceleration event occurred from the leases relating to the aircraft funded under the 1999 ECA facility that remain as collateral, even though those aircraft are no longer subject to a loan at March 31, 2013.

        In addition, we must register the existing individual mortgages on certain aircraft funded under both the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective aircraft are registered. The mortgages are only required to be filed with respect to aircraft that have outstanding loan balances or otherwise as agreed in connection with the cross-collateralization agreement described below.

        We have cross-collateralized the 1999 ECA facility with the 2004 ECA facility. As part of such cross-collateralization, we (i) guarantee the obligations under the 2004 ECA facility through our subsidiary established to finance Airbus aircraft under the 1999 ECA facility; (ii) granted mortgages over certain aircraft financed under the 1999 ECA facility and security interests over other collateral related to the aircraft financed under the 1999 ECA facility to secure the guaranty obligation; (iii) have to maintain a loan-to-value ratio (aggregating the aircraft from the 1999 ECA facility and the 2004 ECA facility) of no

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(Unaudited)

J. Debt Financings (Continued)

more than 50%, in order to release liens (including the liens incurred under the cross-collateralization agreement) on any aircraft financed under the 1999 or 2004 ECA facilities or other assets related to the aircraft; and (iv) agreed to apply proceeds generated from certain disposals of aircraft to obligations under the 2004 ECA facility.

        On May 8, 2013, we amended our 2004 ECA facility, effective immediately. Prior to the amendment, we were subject to a financial covenant that would have been breached solely as a result of the application of purchase accounting in connection with our acquisition by Jumbo Acquisition Limited. The amendment removed this covenant. In addition, the amendment made permanent the requirement to segregate funds and to register individual mortgages in local jurisdictions. Prior to the amendment, this requirement would have fallen away if our long-term debt ratings rose above a certain level.

Ex-Im Financings

        On December 19, 2012, we issued pre-funded amortizing notes with an aggregate principal amount outstanding of $287.0 million. The notes mature in January 2025 and scheduled principal payments commenced in April 2013. The notes are guaranteed by the Export-Import Bank of the United States and bear interest at a rate per annum equal to 1.492%. The funds were being held in a restricted cash account at December 31, 2012. During the three months ended March 31, 2013, we used the proceeds from the notes to finance two Boeing 777-300ER aircraft, which serve as collateral for the notes.

Secured Bank Debt

        2011 Secured Term Loan:    On March 30, 2011, one of our non-restricted subsidiaries entered into a secured term loan agreement with lender commitments in the amount of approximately $1.3 billion, which was subsequently increased to approximately $1.5 billion. The loan matures on March 30, 2018, and scheduled principal payments commenced in June 2012. The loan bears interest at LIBOR plus a margin of 2.75%, or, if applicable, a base rate plus a margin of 1.75%. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly-owned subsidiaries of the subsidiary borrower. The security granted includes a portfolio of 54 aircraft, together with attached leases and all related equipment and the equity interests in certain SPEs that own the pledged aircraft and related equipment and leases. The 54 aircraft had an initial average appraised base value, as defined in the loan agreement, of approximately $2.4 billion, which equaled a loan-to-value ratio of approximately 65%.

        The subsidiary borrower is required to maintain compliance with a maximum loan-to-value ratio, which declines over time, as set forth in the term loan agreement. If the subsidiary borrower does not maintain compliance with the maximum loan-to-value ratio, it will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to the SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loan-to-value ratio.

        The subsidiary borrower can voluntarily prepay the loan at any time. The loan facility contains customary covenants and events of default, including covenants that limit the ability of the subsidiary borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the

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March 31, 2013

(Unaudited)

J. Debt Financings (Continued)

ability of ILFC, the subsidiary borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

        AeroTurbine Revolving Credit Agreement:    AeroTurbine has a credit facility that expires on December 9, 2015 and, after the most recent amendment on February 23, 2012, provides for a maximum aggregate available amount of $430 million, subject to availability under a borrowing base calculated based on AeroTurbine's aircraft assets and accounts receivable. AeroTurbine has the option to increase the aggregate amount available under the facility by an additional $70 million, either by adding new lenders or allowing existing lenders to increase their commitments if they choose to do so. Borrowings under the facility bear interest determined, with certain exceptions, based on LIBOR plus a margin of 3.0%. AeroTurbine's obligations under the facility are guaranteed by ILFC on an unsecured basis and by AeroTurbine's subsidiaries (subject to certain exclusions) and are secured by substantially all of the assets of AeroTurbine and the subsidiary guarantors. The credit agreement contains customary events of default and covenants, including certain financial covenants. Additionally, the credit agreement imposes limitations on AeroTurbine's ability to pay dividends to us (other than dividends payable solely in common stock). As of March 31, 2013, AeroTurbine had $269.9 million outstanding under the facility.

        Secured Commercial Bank Financings:    In May 2009, ILFC provided $39.0 million of subordinated financing to a non-restricted subsidiary. The entity used these funds and an additional $106.0 million borrowed from third parties to purchase an aircraft, which it leases to an airline. The loans had original maturity dates in May 2018 with interest rates based on LIBOR. On January 16, 2013, the non-restricted subsidiary repaid both loans in full. In connection with the prepayment of this loan we recognized losses aggregating $1.7 million from the write off of unamortized deferred financing costs.

        In June 2009, we borrowed $55.4 million through a non-restricted subsidiary, which owns one aircraft leased to an airline. The loan partly amortized over five years with the remaining $27.5 million originally due in 2014, and the interest rate was fixed at 6.58%. On March 20, 2013, we repaid the loan in full. In connection with the prepayment of this loan, we recognized losses aggregating $0.8 million from the write off of unamortized deferred financing costs.

        In March 2012, one of our indirect non-restricted subsidiaries entered into a $203 million term loan facility that was used to finance seven Boeing 737-800s. The principal of each senior loan issued under the facility will partially amortize over six years, with the remaining principal payable at the maturity date. At March 31, 2013, the average interest rate on the loans was 4.733%. The loans are non-recourse to ILFC except under limited circumstances and are secured by the purchased aircraft and lease receivables. The subsidiary borrower can voluntarily prepay the loans at any time subject to a 2% prepayment fee prior to March 30, 2014 and a 1% prepayment fee between March 30, 2014 and March 30, 2015.

        On March 29, 2013, we amended certain financial covenants under our $203 million term loan facility.

        The subsidiary borrower under the $203 million term loan facility is prohibited from: (i) incurring additional debt; (ii) incurring additional capital expenditures; (iii) hiring employees; and (iv) negatively pledging the assets securing the facility.

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NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

J. Debt Financings (Continued)

Institutional Secured Term Loans

        In 2012, we entered into the following term loans:

•

$900 Million Secured Term Loan: On February 23, 2012, one of our indirect, wholly owned subsidiaries entered into a secured term loan agreement in the amount of $900 million. The loan matures on June 30, 2017, and initially bore interest at LIBOR plus a margin of 4.0% with a 1.0% LIBOR floor, or, if applicable, a base rate plus a margin of 3.0%. Subsequent to March 31, 2013, we amended the $900 million secured term loan and simultaneously prepaid $150 million of the outstanding principal amount. The remaining outstanding principal amount of $750 million now bears interest at an annual rate of LIBOR plus 2.75%, with a LIBOR floor of 0.75%, or, if applicable, a base rate plus a margin of 1.75%. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly owned subsidiaries of the subsidiary borrower. The security granted includes the equity interests in certain SPEs of the subsidiary borrower that have been designated as non-restricted under our indentures. The SPEs initially held title to 62 aircraft and all related equipment and leases with an average appraised base value, as defined in the loan agreement, of approximately $1.66 billion as of December 31, 2011, equaling an initial loan-to-value ratio of approximately 54%. After giving effect to the amendment, certain collateral that had served as security for the secured term loan was released, and the SPEs now collectively own a portfolio of 54 aircraft and the related equipment and leases, with an average appraised base value as of December 31, 2012, resulting in a loan-to-value ratio of approximately 55%. The principal of the loan is payable in full at maturity with no scheduled amortization. We can voluntarily prepay the loan at any time, but if we voluntarily prepay any portion of the loan prior to October 5, 2013, we may be subject to a 1% prepayment penalty under certain circumstances.

•

$550 Million Secured Term Loan: On April 12, 2012, one of our indirect, wholly owned subsidiaries entered into a secured term loan agreement in the amount of $550 million. The loan matures on April 12, 2016, and bears interest at LIBOR plus a margin of 3.75% with a 1% LIBOR floor. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly owned subsidiaries of the subsidiary borrower. The security granted includes the equity interests in certain SPEs of the subsidiary borrower that have been designated as non-restricted under our indentures and that hold title to 35 aircraft and all related equipment and leases with an average initial appraised base value, as defined in the loan agreement, of approximately $1.0 billion. The $1.0 billion equals an initial loan-to-value ratio of approximately 55%. The principal of the loan is payable in full at maturity with no scheduled amortization. We can voluntarily prepay the loan at any time. We used the proceeds from this loan to prepay in full our $550 million secured term loan entered into in 2010 and scheduled to mature on March 17, 2016. The 2010 term loan had a LIBOR based interest rate with a margin of 5%.

        The loans each require a loan-to-value ratio of no more than 63%. If either subsidiary borrower does not maintain compliance with the maximum loan-to-value ratio, it will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to

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March 31, 2013

(Unaudited)

J. Debt Financings (Continued)

SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loan-to-value ratio.

        The loans contain customary covenants and events of default, including covenants that limit the ability of the subsidiary borrowers and their subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of ILFC, the subsidiary borrowers and their subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

Unsecured Bonds and Medium-Term Notes

        Shelf Registration Statement:    We have an effective shelf registration statement filed with the SEC. We have an unlimited amount of debt securities registered for sale under the shelf registration statement.

        At March 31, 2013, we had issued unsecured notes with an aggregate principal amount outstanding of $11.2 billion under our current and previous shelf registration statements, including $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021, each issued in March 2013. The debt securities outstanding under our shelf registration statements mature through 2022 and bear interest rates that range from 3.875% to 8.875%. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.

        Other Senior Notes:    On March 22, 2010 and April 6, 2010, we issued a combined $1.25 billion aggregate principal amount of 8.625% senior notes due September 15, 2015, and $1.5 billion aggregate principal amount of 8.750% senior notes due March 15, 2017, pursuant to an indenture dated as of March 22, 2010. The notes are due in full on their scheduled maturity dates. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.

        The indentures governing our unsecured notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries', ability to (i) incur liens on assets; (ii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iii) designate restricted subsidiaries as non-restricted subsidiaries or designate non-restricted subsidiaries; (iv) make investments in or transfer assets to non-restricted subsidiaries; and (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

        The indentures also provide for customary events of default, including but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the relevant indentures may immediately become due and payable.

Unsecured Revolving Credit Agreement

        2012 Credit Facility:    On October 9, 2012, we entered into a $2.3 billion three-year unsecured revolving credit facility with a group of 10 banks that expires on October 9, 2015. Concurrently, we terminated our revolving credit agreement originally scheduled to expire in January 2014. Our current revolving credit facility provides for interest rates based on either a base rate or LIBOR plus a margin, currently 2.25%, determined by reference to our ratio of consolidated indebtedness to shareholders'

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March 31, 2013

(Unaudited)

J. Debt Financings (Continued)

equity. The credit agreement contains customary events of default and restrictive covenants that, among other things, limit our ability to incur liens and transfer or sell assets. The credit agreement also contains financial covenants that require us to maintain a minimum interest coverage ratio and a maximum ratio of consolidated indebtedness to shareholders' equity. As of March 31, 2013, we had not drawn on our revolving credit facility.

        On April 1, 2013, we amended certain financial covenants under our $2.3 billion three-year unsecured revolving credit facility, effective upon completion of the sale of our common stock to Jumbo Acquisition Limited. Following completion of this sale, we will apply purchase accounting which will adjust the carrying value of our assets and liabilities to their then-current fair value. The amendments to the financial covenants are intended to prevent us from violating such covenants solely as a result of the application of purchase accounting.

Subordinated Debt

        In December 2005, we issued two tranches of subordinated debt totaling $1.0 billion. Both tranches mature on December 21, 2065. The $400 million tranche has a call option date of December 21, 2015. We can call the $600 million tranche at any time. The interest rate on the $600 million tranche is a floating rate with a margin of 1.55% plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury. The interest rate resets quarterly and at March 31, 2013, the interest rate was 4.68%. The $400 million tranche has a fixed interest rate of 6.25% until the 2015 call option date, and if we do not exercise the call option, the interest rate will change to a floating rate, reset quarterly, based on a margin of 1.80% plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury. If we choose to redeem the $600 million tranche, we must pay 100% of the principal amount of the bonds being redeemed, plus any accrued and unpaid interest to the redemption date. If we choose to redeem only a portion of the outstanding bonds, at least $50 million principal amount of the bonds must remain outstanding.

        In connection with the issuance of the subordinated debt, we entered into two contribution agreements (one for each tranche) with AIG that obligate AIG to make capital contributions to us in an amount equal to the aggregate accrued and unpaid interest on the subordinated debt following the occurrence of certain "mandatory trigger events". If AIG completes its anticipated sale of up to 90.0% of our common stock to Jumbo Acquisition Limited, AIG will be able to terminate the contribution agreements. Under the terms of the subordinated debt, failure to comply with certain financial tests requiring a minimum ratio of tangible equity to total managed assets and a minimum fixed charge coverage ratio will result in a mandatory trigger event. If a mandatory trigger event occurs after the contribution agreements have been terminated and we are unable to raise sufficient capital through the sale of our stock (in the manner permitted by the terms of the subordinated debt) to cover the next interest payment on the subordinated debt, a "mandatory deferral event" will occur. Following a mandatory deferral event, we will be required to defer all interest payments on the subordinated debt and we will be prohibited from paying cash dividends on our capital stock (including our market auction preferred stock) until we are in compliance with both financial tests or have raised sufficient capital to pay all accumulated and unpaid interest on the subordinated debt. Mandatory trigger events and mandatory deferral events are not events of default under the indenture governing the subordinated debt.

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NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

J. Debt Financings (Continued)

Loss on Extinguishment of Debt

        2013.    During the three months ended March 31, 2013, we prepaid the total outstanding under both tranches of the $106.0 million secured financing and the total outstanding under the $55.4 million secured financing. In connection with these prepayments, we recognized charges aggregating $2.5 million primarily from the write off of unamortized deferred financing costs.

        2012.    During the three months ended March 31, 2012, we prepaid the remaining $456.9 million outstanding under our secured credit facility dated October 13, 2006 and the $750 million outstanding under our secured term loan entered into in 2010. In connection with these prepayments, we recognized charges aggregating $20.9 million from the write off of unamortized deferred financing costs and deferred debt discount.

K. Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

        As of March 31, 2013 and December 31, 2012, Security deposits, deferred overhaul rentals and other customer deposits were comprised of:

	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Security deposits paid by lessees	$	1,145,008	$	1,115,213
Deferred overhaul rentals		811,482		754,175
Rents received in advance and Straight-line rents		454,699		453,837
Other customer deposits		203,490		201,756
Total	$	2,614,679	$	2,524,981

L. Commitments and Contingencies

        At March 31, 2013, we had committed to purchase 243 new aircraft (of which 18 are through sale-leaseback transactions), four used aircraft from third parties, and nine new spare engines scheduled for delivery through 2019 with aggregate estimated total remaining payments (including adjustment for anticipated inflation) of approximately $17.8 billion. All of these commitments to purchase new aircraft and engines, other than the sale-leaseback transactions, are based upon agreements with each of Boeing, Airbus and Pratt and Whitney. In addition, AeroTurbine has agreed to purchase three used aircraft and eight engines under other flight equipment purchase agreements for an aggregate purchase commitment of $46.6 million.

Guarantees

•

Asset Value Guarantees:  We provide guarantees on a portion of the residual value of certain aircraft to financial institutions and other third parties for fees. As of March 31, 2013, we provided 13 such guarantees that had not yet been exercised. These guarantees expire at various dates through 2023 and generally obligate us to pay the shortfall between the fair market value and the guaranteed

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March 31, 2013

(Unaudited)

L. Commitments and Contingencies (Continued)

value of the aircraft and provide us with an option to purchase the aircraft for the guaranteed value. We have also been called upon to perform under five such guarantees and, as a result, we purchased one used aircraft during the three months ended March 31, 2013 and expect to purchase another four such aircraft during the remainder of 2013. At March 31, 2013, the total reserves related to these guarantees, both exercised and unexercised, aggregated $41.5 million. At March 31, 2013, the maximum aggregate potential commitment that we were obligated to pay under the 13 unexercised guarantees, without any offset for the projected value of the aircraft or other features that may limit our exposure, was approximately $330.6 million.

•

Aircraft Loan Guarantees:  We guarantee one loan collateralized by an aircraft. The guarantee expires in 2014, when the loan matures, and obligates us to pay an amount up to the guaranteed value upon the default of the borrower, which will be offset by a portion of the underlying value of the aircraft collateral. At March 31, 2013, the guaranteed value, without any offset for the projected value of the aircraft, was approximately $7.4 million.

        Management regularly reviews the underlying values of the aircraft collateral to determine our exposure under asset value guarantees and loan guarantees. We recorded provisions for losses on asset value guarantees of $6.6 million related to two asset value guarantees during the three months ended March 31, 2013. The carrying balance of guarantees of $46.0 million, including reserves, is included in Accrued interest and other payables on our Condensed, Consolidated Balance Sheets.

Contingencies

Legal Proceedings

        Yemen Airways-Yemenia:    We are named in a lawsuit in connection with the 2009 crash of our Airbus A310-300 aircraft on lease to Yemen Airways-Yemenia, a Yemeni carrier. The plaintiffs are families of deceased occupants of the flight and seek unspecified damages for wrongful death, costs, and fees. The operative litigation commenced in January 2011 and is pending in the United States District Court for the Central District of California. We believe that we have substantial defenses on the merits and that we are adequately covered by available liability insurance. We do not believe that the outcome of the Yemenia lawsuit will have a material effect on our consolidated financial condition, results of operations or cash flows.

        We are also a party to various claims and litigation matters arising in the ordinary course of our business. We do not believe that the outcome of these matters, individually or in the aggregate, will be material to our consolidated financial condition, results of operations or cash flows.

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March 31, 2013

(Unaudited)

M. Variable Interest Entities

        Our leasing and financing activities require us to use many forms of SPEs to achieve our business objectives and we have participated to varying degrees in the design and formation of these SPEs. A majority of these entities are wholly owned; we are the primary or only variable interest holder, we are the only decision maker and we guarantee all the activities of the entities. However, these entities meet the definition of a VIE because they do not have sufficient equity to operate without our subordinated financial support in the form of intercompany notes and loans which serve as equity. We have a variable interest in other entities in which we have determined that we are the PB, because we control and manage all aspects of the entities, including directing the activities that most significantly affect these entities' economic performance, and we absorb the majority of the risks and rewards of these entities. We consolidate these entities into our Condensed, Consolidated Financial Statements and the related aircraft are included in Flight equipment and the related borrowings are included in Secured debt financings on our Condensed, Consolidated Balance Sheets.

        We have variable interests in the following entities, in which we have determined we are not the PB because we do not have the power to direct the activities that most significantly affect the entity's economic performance: (i) one entity that we have previously sold aircraft to and for which we manage 18 aircraft, in which our variable interest consists of the servicing fee we receive for the management of 18 aircraft; and (ii) two affiliated entities we sold aircraft to in 2003 and 2004, which aircraft we continue to manage, in which our variable interests consist of the servicing fee we receive for the management of those aircraft. These two affiliated entities, for which we manage aircraft, are consolidated into AIG's financial statements. We do not believe that we will have any future material liquidity obligations to any of these entities.

N. Fair Value Measurements

        Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Assets and liabilities recorded at fair value on our Condensed, Consolidated Balance Sheets are measured and classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs available in the marketplace used to measure the fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets; Level 2 refers to fair values estimated using significant other observable inputs; and Level 3 refers to fair values estimated using significant non-observable inputs.

24

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

N. Fair Value Measurements (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The following table presents our assets and liabilities measured at fair value on a recurring basis, categorized using the fair value hierarchy described above:

	Level 1		Level 2			Level 3		Counterparty Netting		Total
	(Dollars in thousands)
March 31, 2013
Derivative assets	$	—	$	—		$	—	$	—	$	—
Derivative liabilities		—		(16,718)	(b)		—		—		(16,718	)
Total	$	—	$	(16,718	)	$	—	$	—	$	(16,718	)
December 31, 2012
Derivative assets	$	—	$	54		$	—	$	—	$	54	(a)
Derivative liabilities		—		(20,933)	(b)		—		—		(20,933	)
Total	$	—	$	(20,879	)	$	—	$	—	$	(20,879	)

^(a)

Derivative assets are presented in Lease receivables and other assets on the Condensed, Consolidated Balance Sheet.

^(b)

The balance includes CVA and MVA adjustments of $0.1 million and $0.3 million as of March 31, 2013 and December 31, 2012, respectively.

        At March 31, 2013 our derivative portfolio consisted of interest rate swap contracts and at December 31, 2012, our derivative portfolio consisted of interest rate swap and interest rate cap contracts. The fair value of these instruments are based upon a model that employs current interest and volatility rates, as well as other observable inputs as applicable. As such, the valuation of these instruments is classified as Level 2.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

        We measure the fair value of flight equipment on a non-recurring basis, generally quarterly, annually, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

        The fair value of flight equipment is classified as a Level 3 valuation. Management evaluates quarterly the need to perform a recoverability assessment of flight equipment, and performs this assessment at least annually for all aircraft in our fleet. Recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our flight equipment may not be recoverable, which may require us to change our assumptions related to future projected cash flows. Management is active in the aircraft leasing industry and develops the assumptions used in the recoverability assessment. As part of the recoverability process, we update the critical and significant assumptions used in the recoverability assessment.

        Fair value of flight equipment is determined using an income approach based on the present value of cash flows from contractual lease agreements, flight hour rentals where appropriate, and projected future

25

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

N. Fair Value Measurements (Continued)

lease payments, which extend to the end of the aircraft's economic life in its highest and best use configuration, as well as a disposition value, based on the expectations of market participants.

        We recognized impairment charges and fair value adjustments for the three months ended March 31, 2013 and 2012, as provided in Note G—Aircraft Impairment Charges on Flight Equipment Held for Use and Note H—Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed.

        The following table presents the effect on our Condensed, Consolidated Financial Statements as a result of the non-recurring impairment charges and fair value adjustments recorded to flight equipment during the three months ended March 31, 2013:

	Book Value at December 31, 2012		Impairment Charges			Reclassifications and Other Adjustments			Sales			Depreciation			Book Value at March 31, 2013
	(Dollars in thousands)
Flight equipment	$	104,009	$	(45,853	)	$	(495	)	$	—		$	(3,704	)	$	53,957
Flight equipment held for sale	$	—	$	—		$	—		$	—		$	—			—
Lease receivables and other assets(b)	$	1,500	$	(349	)	$	495		$	(534	)	$	—			1,112
Net investment in finance and sales-type leases	$	—	$	—		$	—		$	—		$	—			—
Total	$	105,509	$	(46,202	)	$	—		$	(534	)	$	(3,704	)	$	55,069

^(a)

Reclassification represents fair value of aircraft parts.

Inputs to Non-Recurring Fair Value Measurements Categorized as Level 3

        We measure the fair value of flight equipment on a non-recurring basis, when GAAP requires the application of fair value. The fair value of flight equipment is used in determining the value of (i) aircraft held for use in our fleet when impaired; (ii) aircraft expected to be parted-out; (iii) aircraft to be sold; and (iv) aircraft sold as part of sales-type leases. We use the income approach to measure the fair value of flight equipment, which is based on the present value of estimated future cash flows. The key inputs to the income approach include the current contractual lease cash flows, projected non-contractual future lease cash flows, both of which include estimates of flight hour rental cash flows, where appropriate, extended to the end of the aircraft's economic life or to the end of our estimated holding period in its highest and best use configuration, as well as a contractual or estimated disposition value. The determination of these key inputs in applying the income approach is discussed below.

        The current contractual lease cash flows are based on the in-force lease rates. The projected non-contractual lease cash flows are estimated based on the aircraft type, age, and airframe and engine configuration of the aircraft. The projected non-contractual lease cash flows are applied to a follow-on lease term(s), which are estimated based on the age of the aircraft at the time of re-lease. Follow-on leases are assumed through the aircraft's estimated economic life or estimated holding period. The holding

26

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

N. Fair Value Measurements (Continued)

period assumption is the period over which future cash flows are assumed to be generated. Our general assumption is that the aircraft will be leased over a 25-year estimated useful life. However, if a sale or future part-out is likely or has been contracted for, the holding period will be shorter. This holding period is based on the estimated or actual sales date or estimated future part-out or disposal date, respectively. The disposition value is generally estimated based on the type of aircraft (i.e. widebody or narrowbody) and the type and the number of engines on the aircraft. In situations where the aircraft will be disposed of, the residual value assumed is based on a current part-out value, if available, or the contracted sale price, respectively.

        The aggregate cash flows, as described above, are then discounted. The estimated discount rate used is based on the type and age of the aircraft, as well as the duration of the holding period, and incorporates market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Management has identified the key elements affecting the fair value calculation as the discount rate used to discount the estimated cash flows, the holding period of the flight equipment, and the proportion of contractual versus non-contractual cash flows.

	Fair Value at March 31, 2013		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
	(Dollars in millions)
Flight Equipment(a)	$	55.6	Income Approach	Discount Rate	8.0%-14.5% (11.0%)
				Remaining Holding Period	0-8 years (2.7 years)
				Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	0-100% (52%)

(a)

Includes Flight equipment for which non-recurring impairment charges and fair value adjustments were recorded during the three months ended March 31, 2013.

Sensitivity to Changes in Unobservable Inputs

        We consider unobservable inputs to be those for which market data is not available and that we developed using the best information available to us related to assumptions market participants use when pricing the asset or liability. Relevant inputs vary depending on the nature of the asset or liability being measured at fair value. The effect of a change in a particular assumption is considered independently of changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on inputs.

        The significant unobservable inputs utilized in the fair value measurement of flight equipment are the discount rate, the remaining holding period and the non-contractual cash flows. The discount rate is affected by movements in the aircraft funding markets, and can be impacted by fluctuations in required

27

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

N. Fair Value Measurements (Continued)

rates of return in debt and equity, and loan to value ratios. The remaining holding period and non-contractual cash flows represent management's estimate of the remaining service period of an aircraft and the estimated non-contractual cash flows over the remaining life of the aircraft. An increase in the discount rate applied would have an inverse effect on the fair value of an aircraft, while an increase in the remaining holding period or the estimated non-contractual cash flows would increase the fair value measurement.

O. Derivative Financial Instruments

        We use derivatives to manage exposures to interest rate and foreign currency risks. At March 31, 2013, we had interest rate swap agreements entered into with a related counterparty that mature through 2015. During the three months ended March 31, 2013, we also had two interest rate cap agreements entered into with an unrelated counterparty in connection with a secured financing transaction that were scheduled to mature in 2018. We prepaid the debt related to our interest rate cap agreements and terminated our interest rate cap agreements during the three months ended March 31, 2013.

        All our interest rate swap agreements have been designated as cash flow hedges and changes in fair value of cash flow hedges are recorded in OCI. Where hedge accounting is not achieved, the change in fair value of the derivative is recorded in income. We did not designate the interest rate cap agreements as hedges, and all changes in fair value were recorded in income.

        We have previously de-designated and re-designated certain of our derivative contracts. The balance accumulated in AOCI at the time of the de-designation is amortized into income over the remaining life of the underlying derivative.

        All of our interest rate swap agreements are subject to a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. Our interest rate swap agreements are recorded at fair value on our balance sheet in Derivative liabilities (see Note N—Fair Value Measurements). All of our derivatives were in a liability position at March 31, 2013. Our interest rate cap agreements were recorded at fair value and included in Lease receivables and other assets. Our derivative contracts do not have any credit risk related contingent features and we are not required to post collateral under any of our existing derivative contracts.

28

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

O. Derivative Financial Instruments (Continued)

        Derivatives have notional amounts, which generally represent amounts used to calculate contractual cash flows to be exchanged under the contract. The following table presents notional and fair values of derivatives outstanding at the following dates:

	Asset Derivatives				Liability Derivatives
	Notional Value		Fair Value		Notional Value		Fair Value
	(Dollars in thousands)
March 31, 2013
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	293,584	$	(16,718	)
Total derivatives			$	—			$	(16,718	)
December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	336,125	$	(20,933	)
Derivatives not designated as hedging instruments:
Interest rate cap agreements(b)	$	65,985	$	54	$	—	$	—
Total derivatives			$	54			$	(20,933	)

^(a)

Converts floating interest rate debt into fixed rate debt.

^(b)

Derivative assets are presented in Lease receivables and other assets on the Condensed, Consolidated Balance Sheet.

        We recorded the following in OCI related to derivative instruments designated as hedging instruments:

	Three Months Ended March 31,
Gain (Loss)	2013			2012
	(Dollars in thousands)
Effective portion of change in fair market value of derivatives:
Interest rate swap agreements(a)(b)	$	3,239		$	(843	)
Amortization of balances of de-designated hedges and other adjustments		282			282
Income tax effect		(1,243	)		302
Net changes cash flow hedges, net of taxes	$	2,278		$	(259	)

^(a)

Includes $(235) and $(4,962) of combined CVA and MVA for the three months ended March 31, 2013 and 2012, respectively.

^(b)

Includes the following amounts for the following periods:

Three months ended March 31, 2013 and 2012: (i) effective portion of the unrealized gain or (loss) on derivative position recorded in OCI of $(257) and $(5,924), respectively, and (ii) amounts reclassified from AOCI primarily into interest expense when cash payments were made or received on qualifying cash flow hedges of $3,496 and $(5,081), respectively.

29

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

O. Derivative Financial Instruments (Continued)

        We estimate that within the next twelve months, we will amortize into earnings approximately $(8.6) million of the pre-tax balance in AOCI under cash flow hedge accounting in connection with our program to convert debt from floating to fixed interest rates.

        The following table presents the effect of derivatives recorded in Other Expenses on the Condensed, Consolidated Statements of Income:

	Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion)(a)
	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges:
Interest rate swap agreements	$	(16	)	$	(23	)
Derivatives Not Designated as a Hedge:
Interest rate cap agreements		61			105
Reconciliation to Condensed, Consolidated Statements of Operations:
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)		(282	)
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	$	(237	)	$	(200	)

^(a)

All components of each derivative's gain or loss were included in the assessment of effectiveness.

30

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

P. Fair Value Disclosures of Financial Instruments

        The carrying amounts and fair values (as well as the level within the fair value hierarchy to which the valuation relates) of our financial instruments are as follows:

	Estimated Fair Value												Carrying Amount of Asset (Liability)
	Level 1			Level 2			Level 3			Total
	(Dollars in thousands)
March 31, 2013
Cash, including restricted cash	$	59,663		$	3,587,569	(a)	$	—		$	3,647,232		$	3,647,232
Notes receivable		—			23,042			—			23,042			23,059
Debt financing (including subordinated debt)		(19,094,456	)		(7,044,917	)		—			(26,139,373	)		(24,134,368	)
Derivative assets		—			—			—			—			—
Derivative liabilities		—			(16,718	)		—			(16,718	)		(16,718	)
Guarantees		—			—			(48,694	)		(48,694	)		(45,951	)
December 31, 2012
Cash, including restricted cash	$	605,410		$	3,117,565	(a)	$	—		$	3,722,975		$	3,722,975
Notes receivable		—			23,175			—			23,175			23,181
Debt financing (including subordinated debt)		(18,822,645	)		(7,160,408	)		—			(25,983,053	)		(24,342,787	)
Derivative assets		—			54			—			54			54
Derivative liabilities		—			(20,933	)		—			(20,933	)		(20,933	)
Guarantees		—			—			(51,947	)		(51,947	)		(49,268	)

^(a)

Includes restricted cash of $392.0 million (2013) and $695.4 million (2012).

        We used the following methods and assumptions in estimating our fair value disclosures for financial instruments:

        Cash:    The carrying value reported on the balance sheet for cash and cash equivalents and restricted cash approximates its fair value. We consider time deposits that are not readily available for immediate withdrawal as Level 2 valuations.

        Notes Receivable:    The fair values for notes receivable are estimated using discounted cash flow analysis, using market quoted discount rates that approximate the credit risk of the issuing party.

        Debt Financing:    Quoted prices are used where available. The fair value of our long-term unsecured fixed-rate debt is estimated using a discounted cash flow analysis, based on our spread to U.S. Treasury bonds for similar debt at year-end. The fair value of our long-term unsecured floating rate debt is estimated using a discounted cash flow analysis based on credit default spreads. The fair value of our long-term secured debt is estimated using discounted cash flow analysis based on credit default spreads.

31

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

P. Fair Value Disclosures of Financial Instruments (Continued)

        Derivatives:    Fair values were based on the use of a valuation model that utilizes, among other things, current interest, foreign exchange and volatility rates, as applicable.

        AVGs:    Guarantees are included in Accrued interest and other payables on our Condensed, Consolidated Balance Sheets. Fair value is determined by reference to the underlying aircraft and guarantee amount.

Q. Accumulated Other Comprehensive (Loss) Income

        The following table presents other comprehensive income reclassification adjustments:

	Three Months Ended March 31, 2013
	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2012	$	(12,931	)	$	440		$	(12,491	)
Other comprehensive (loss) income before reclassifications		3,223			284			3,507
Amounts reclassified from AOCI		298			—			298
Income tax effect		(1,243	)		(100	)		(1,343	)
Net increase in other comprehensive (loss) income		2,278			184			2,462
Balance at March 31, 2013	$	(10,653	)	$	624		$	(10,029	)

	Three Months Ended March 31, 2012
	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2011	$	(19,763	)	$	127		$	(19,636	)
Other comprehensive (loss) income before reclassifications		(866	)		(8	)		(874	)
Amounts reclassified from AOCI		305			—			305
Income tax effect		302			2			304
Net (decrease) increase in other comprehensive (loss) income		(259	)		(6	)		(265	)
Balance at March 31, 2012	$	(20,022	)	$	121		$	(19,901	)

32

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2013

(Unaudited)

Q. Accumulated Other Comprehensive (Loss) Income (Continued)

        The following table presents the classification and amount of reclassifications from AOCI to the Condensed Consolidated Statement of Income:

	Three months ended March 31, 2013			Condensed, Consolidated Statement of Income Classification
	(Dollars in thousands)
Cash flow hedges
Interest rate swap agreements	$	(16	)	Other expenses
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)	Other expenses
		(298	)
Available-for-sale securities
Realized gains and losses on available-for-sale securities		—		Selling, general and administrative
		—
Total reclassifications	$	(298	)

R. Subsequent Events

        2012 Credit Facility:    On April 1, 2013, we amended certain financial covenants under our $2.3 billion three-year unsecured revolving credit facility, effective upon completion of the sale of our common stock to Jumbo Acquisition Limited. Following completion of this sale, we will apply purchase accounting which will adjust the carrying value of our assets and liabilities to their then-current fair value. The amendments to the financial covenants are intended to prevent us from violating such covenants solely as a result of the application of purchase accounting.

        $900 Million Secured Term Loan:    On April 5, 2013, we partially prepaid and amended our $900 million secured term loan entered into in February 2012. This prepayment reduced the outstanding principal amount to $750 million and amended the interest rate to an annual rate of LIBOR plus a margin of 2.75% with a LIBOR floor of 0.75%. Additionally, certain collateral that had served as security for the secured term loan was released. See Note J—Debt Financings. The maturity date remains June 30, 2017.

        ECA Financings:    On May 8, 2013, we amended our 2004 ECA facility, effective immediately. Prior to the amendment, we were subject to a financial covenant that would have been breached solely as a result of the application of purchase accounting in connection with our acquisition by Jumbo Acquisition Limited. The amendment removed this covenant. In addition, the amendment made permanent the requirement to segregate funds and to register individual mortgages in local jurisdictions. Prior to the amendment, this requirement would have fallen away if our long-term debt ratings rose above a certain level.

33

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Information

        This quarterly report on Form 10-Q and other publicly available documents may contain or incorporate statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters, our pending sale to Jumbo Acquisition Limited, the state of the airline industry, our access to the capital markets, our ability to restructure leases and repossess aircraft, the structure of our leases, regulatory matters pertaining to compliance with governmental regulations and other factors affecting our financial condition or results of operations. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and "should," and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results to vary materially from our future results, performance or achievements, or those of our industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, economic and business conditions, which will, among other things, affect demand for aircraft, availability and creditworthiness of current and prospective lessees, lease rates, availability and cost of financing and operating expenses, governmental actions and initiatives, and environmental and safety requirements, as well as the factors discussed under the heading "Part I—Item 1A. Risk Factors," in our 2012 Annual Report on Form 10-K. We do not intend and undertake no obligation to update any forward-looking information to reflect actual results or future events or circumstances.

Overview

        We are the world's largest independent aircraft lessor, measured by number of owned aircraft, with approximately 1,000 owned or managed aircraft. As of March 31, 2013, we owned 919 aircraft in our leased fleet and four additional aircraft in AeroTurbine's leased fleet, with an aggregate net book value of approximately $34.3 billion. The weighted average age of our fleet, weighted by the net book value of our aircraft, was 8.4 years at March 31, 2013. We had 15 additional aircraft in the fleet classified as finance and sales-type leases and we also provided fleet management services for 80 aircraft. Our fleet features popular aircraft types, including both narrowbody and widebody aircraft. In addition to our existing fleet, as of March 31, 2013, we had commitments to purchase 243 new aircraft for delivery through 2019, including 18 through sale-leaseback transactions. The new aircraft commitments are comprised of 100 Airbus A320neo family aircraft, 20 Airbus A350 aircraft, 74 Boeing 787 aircraft and 49 Boeing 737-800 aircraft. We also have the rights to purchase an additional 50 Airbus A320neo family aircraft. In addition, we have committed to purchase four used aircraft from third parties. We intend to continue to complement our orders from aircraft manufacturers with opportunistic acquisitions of additional aircraft from third parties, which may include sale-leaseback transactions with airlines. On March 1, 2013, we entered into an agreement to acquire 15 Boeing 737-800 and one Boeing 777-300ER with delivery dates in 2013 and 2014, through a sale-leaseback agreement with American Airlines. We balance the benefits of holding and leasing our aircraft and selling or parting-out the aircraft depending on economics, opportunities and risks.

        Under the terms of our leases, the lessee is generally responsible for all operating expenses, which customarily include maintenance, fuel, crews, airport and navigation charges, taxes, licenses, aircraft registration and insurance premiums. We, however, generally contribute to the first major maintenance event a lessee incurs during the lease of a used aircraft and, if an aircraft is returned due to a lessee ceasing operations or failing to meet its obligations under a lease, we may incur costs to repossess and prepare the aircraft for re-lease. Our leases are generally for a fixed term, although they may include early termination rights or extension options. Our leases require all non-contingent payments to be made in advance and our

34

leases are predominantly denominated in U.S. dollars. Our lessees are generally required to continue to make lease payments under all circumstances, including periods during which the aircraft is not in operation due to maintenance or grounding. We typically contract to re-lease aircraft before the end of the existing lease term. For aircraft returned before the end of the lease term due to exceptional circumstances, we have generally been able to re-lease the aircraft within two to six months of their return. The weighted average lease term remaining on our current leases, weighted by net book value of our aircraft, was 4.0 years as of March 31, 2013.

        In addition to our leasing activities, we provide fleet management services to investors or owners of aircraft portfolios for a management fee. Through our wholly-owned subsidiary AeroTurbine, we provide engine leasing, certified aircraft engines, airframes, engine parts and supply chain solutions and possess the capabilities to disassemble aircraft and engines into parts. This allows us to maximize the value of our aircraft and engines across their complete life cycle and offer an integrated value proposition to our airline customers as they transition out aging aircraft. At times we also sell aircraft from our leased aircraft fleet to other leasing companies, financial services companies, and airlines. In limited cases, we have also provided asset value guarantees and loan guarantees to buyers of aircraft or to financial institutions for a fee.

        We operate our business on a global basis, deriving more than 93% of our revenues from airlines outside of the United States. As of March 31, 2013, we had 913 aircraft leased under operating leases to 175 customers in 79 countries, with no lessee accounting for more than 10% of lease revenue for the three months ended March 31, 2013. At March 31, 2013, our operating lease portfolio included six aircraft not subject to a signed lease agreement or a signed letter of intent. Four of these six aircraft have been or may be parted out or sold but did not meet the criteria for being classified as held for sale. We are evaluating our options for the remaining two aircraft. We have 50 aircraft that are subject to leases expiring during the remainder of 2013, 22 of which are not yet subject to a signed lease agreement or a signed letter of intent following the expiration of their current leases. Of these 22 aircraft, 14 may be parted out or sold but did not meet the criteria for being classified as held for sale. If the current customers of the remaining eight aircraft do not extend these leases, we will be required to find new customers for these aircraft. Our results of operations are affected by a variety of factors, primarily:

•

the number, type, age and condition of the aircraft we own;

•

aviation industry market conditions, including events affecting air travel;

•

the demand for our aircraft and the resulting lease rates we are able to obtain for our aircraft;

•

the purchase price we pay for our aircraft;

•

the number, types and sale prices of aircraft, or parts in the event of a part-out of an aircraft, we sell in a period;

•

the ability of our lessee customers to meet their lease obligations and maintain our aircraft in airworthy and marketable condition;

•

the utilization rate of our aircraft;

•

our expectations of future overhaul reimbursements and lessee maintenance contributions;

•

changes in interest rates and credit spreads, which may affect our aircraft lease revenues and our borrowing costs; and

•

our ability to fund our business.

        Recent challenges in the global economy, including uncertainties related to the Euro zone, with the most recent economic crisis in Cyprus, political uncertainty in the Middle East, and sustained higher fuel prices, have negatively impacted many airlines' profitability, cash flows and liquidity. We have been

35

successful in deregistering all six aircraft we had on lease with Kingfisher, which ceased operations in late 2012. Since December 31, 2012, we were successful in exporting one of the aircraft out of India. However, we are experiencing difficulties in exporting the remaining five aircraft as a result of bureaucratic and regulatory obstacles. The aircraft remaining in India have been removed from Kingfisher's possession.

        Future events, including a prolonged recession, ongoing uncertainty regarding the European sovereign debt crises, political unrest, continued weak consumer demand, high fuel prices, or restricted availability of credit to the aviation industry, could lead to the weakening or cessation of operations of additional airlines, which in turn would adversely affect our earnings and cash flows in the near term.

        Despite the current difficulties in the global economy, we are optimistic about the long-term future of air transportation and the growing role that the leasing industry and ILFC, in particular, will play in commercial air transport. At May 2, 2013, we had signed leases for all but three of our 52 new aircraft deliveries through 2014. We have contracted with Airbus and Boeing to purchase new fuel-efficient aircraft with delivery dates through 2019. These aircraft are in high demand from our airline customers. In many cases, we have delivery positions for the most modern and fuel-efficient aircraft earlier than the airlines can obtain such aircraft from the manufacturers. At March 31, 2013, we had agreements to purchase 18 new aircraft from airlines through sale-leaseback transactions with scheduled delivery dates in 2013 and 2014. We believe that, with respect to our used aircraft, we have the market reach, visibility and understanding to move our aircraft across jurisdictions to best deploy our aircraft with the world's airlines. We are focused on increasing our presence in frontier and emerging markets that have high potential for passenger growth and other markets that have significant demand for new aircraft. We have assembled a highly skilled and experienced management team and have secured sufficient liquidity to manage through expected market volatility. We have also demonstrated strong and sustainable financial performance through most airline industry cycles. For these reasons, we believe that we are well positioned to manage the current cycle and over the long-term.

Financial Overview

        Our income before income taxes for the three months ended March 31, 2013 decreased by $87.4 million as compared to the same period in 2012, primarily due to a decrease in revenues and other income.

        See "—Results of Operations" herein for a detailed discussion of our results.

Capital Resources and Liquidity Developments

        Significant capital resources and liquidity developments for the three months ended March 31, 2013 include the issuance of $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021 under our shelf registration statement. Subsequent to March 31, 2013, we refinanced our $900 million secured term loan at a lower interest rate and simultaneously reduced the outstanding principal amount to $750 million.

Recent Developments Relating to Potential Sale to Jumbo Acquisition Limited

        On December 9, 2012, AIG entered into a definitive agreement with Jumbo Acquisition Limited for the sale of 80.1% of our common stock for approximately $4.2 billion in cash. Jumbo Acquisition Limited may elect to purchase an additional 9.9% of our common stock for $522.5 million within ten days after the approval of the purchase by the Committee on Foreign Investment in the United States. If Jumbo Acquisition Limited elects to purchase the additional stock, AIG will retain a 10% ownership interest in us, otherwise 19.9% ownership will remain with AIG. Each case is subject to dilution for issuances of stock to management, which would reduce AIG's ownership interest. If Jumbo Acquisition Limited elects to purchase the additional 9.9%, we expect AIG to own 9.4% of our common stock at the closing due to

36

immediate dilution from anticipated management issuances. The sale is expected to close in 2013. The transaction is subject to required regulatory approvals and other customary closing conditions.

        See "Item 1A. Risk Factors—Risks Relating to a Change in our Majority Shareholder and Our Separation from AIG" in our Annual Report on Form 10-K for the year ended December 31, 2012, for risks related to AIG's anticipated sale of us to Jumbo Acquisition Limited.

Our Revenues

        Our revenues consist primarily of rental of flight equipment, flight equipment marketing and gain on aircraft sales and other income.

Rental of Flight Equipment

        Our leasing revenue is principally derived from airlines and companies associated with the airline industry. Our aircraft leases generally provide for the payment of a fixed, periodic amount of rent, and in certain cases, additional rental revenue based on usage. The usage may be calculated based on hourly usage or on the number of cycles operated. A cycle is defined as one take-off and landing. Under the provisions of many of our leases we receive overhaul rentals based on the usage of the aircraft. For certain airframe and engine overhauls, we reimburse the lessee for costs incurred up to, but generally not exceeding, related overhaul rentals that the lessee has paid to us. We recognize overhaul rental revenue, net of estimated overhaul reimbursements. Estimated overhaul reimbursements are recorded as deferred overhaul rentals.

        Additionally, in connection with a lease of a used aircraft, we generally agree to contribute to the first major maintenance event the lessee incurs during the lease. At the time we pay the agreed upon maintenance reimbursement, we record the reimbursement against deferred overhaul rentals to the extent we have received overhaul rentals from the lessee, or against deposits to the extent received from the prior lessee. We capitalize as lease incentives any amount of the actual maintenance reimbursement we pay in excess of overhaul rentals paid to us by the lessee and payments received from prior lessees and amortize the lease incentives into Rental of flight equipment over the remaining life of the lease.

        The amount of lease revenue we recognize is primarily influenced by the following factors:

•

the contracted lease rate and overhaul rentals, which are highly dependent on the age, condition and type of the leased equipment;

•

the lessees' performance of their lease obligations;

•

the usage of the aircraft during the period; and

•

our expectations of future maintenance reimbursements.

        In addition to aircraft or engine specific factors such as the type, condition and age of the asset, the lease rates for our leases may be determined in part by reference to the specified interest rate at the time the aircraft is delivered to the customer. The factors described in the bullet points above are influenced by airline industry conditions, global and regional economic trends, airline market conditions, the supply and demand balance for the type of flight equipment we own and our ability to remarket flight equipment subject to expiring lease contracts under favorable economic terms.

        Because the terms of our leases are generally for multiple years and have staggered maturities, there are lags between changes in market conditions and their impact on our results, as contracts not yet reflecting current market lease rates remain in effect. Therefore, current market conditions and any potential effect they may have on our results may not be fully reflected in current results. Management monitors all lessees that are behind in lease payments, and assesses relevant operational and financial issues, in order to determine the amount of rental income to recognize for past due amounts. Lease payments are due in advance and we generally recognize rental income only to the extent we have received payments or hold security and other deposits.

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Flight Equipment Marketing and Gain on Aircraft Sales

        Our sales revenue is generated from the sale of our aircraft and engines and any gains on such sales are recorded in Flight equipment marketing and gain on aircraft sales. The price we receive for our aircraft and engines is largely dependent on the condition of the asset being sold, airline market conditions, funding availability to the buyer and the supply and demand balance for the type of asset we are selling. The timing of the closing of aircraft and engine sales is often uncertain, as a sale may be concluded swiftly or negotiations may extend over several weeks or months. As a result, even if sales are comparable over a long period of time, during any particular fiscal quarter or other reporting period we may close significantly more or fewer sale transactions than in other reporting periods. Accordingly, gain on aircraft sales recorded in one fiscal quarter or other reporting period may not be comparable to gain on aircraft sales in other periods. We also engage in the marketing of our flight equipment throughout the lease term, as well as the sale of third party owned flight equipment and other marketing services on a principal and commission basis.

Other Income

        Other income includes (i) gross profit on sales from AeroTurbine of engines, airframes, parts and supplies; (ii) fees from early lease terminations; (iii) management fee revenue we generate through a variety of management services that we provide to non-consolidated aircraft securitization vehicles and joint ventures and third party owners of aircraft; and (iv) interest income. Income from AeroTurbine's engine, airframes, parts and supplies sales are included in Other income, net of cost of sales. The price AeroTurbine receives for engines, airframes, parts and supplies is largely dependent on the condition of the asset being sold, airline market conditions and the supply and demand balance for the type of asset being sold. Our management services may include leasing and remarketing services, cash management and treasury services, technical advisory services and accounting and administrative services depending on the needs of the aircraft owner.

        Our interest income is derived primarily from interest recognized on cash and short term investments, finance and sales-type leases and notes receivable issued by lessees in connection with lease restructurings, or in limited circumstances, issued by buyers of aircraft in connection with sales of aircraft. The amount of interest income we recognize in any period is influenced by the amount of cash and short term investments, principal balance of finance and sales-type leases and notes receivable we hold, and effective interest rates.

Our Operating Expenses

        Our primary operating expenses consist of interest on debt, depreciation, aircraft impairment charges, selling, general and administrative expenses and other expenses.

Interest Expense

        Our interest expense in any period is primarily affected by changes in interest rates and outstanding amounts of indebtedness. Between 2010 and the end of 2011, several of our debt refinancings had relatively higher interest rates than the debt we replaced, partially as a result of our initiatives to extend our debt maturities. The weighted average of our debt maturities was 6.4 years as of March 31, 2013. While our weighted average effective cost of borrowing, which excludes the effect of amortization of deferred debt issue costs, increased during those two years, the decrease in our average debt outstanding due to our deleveraging efforts offset those increases starting in late 2011. However, since the beginning of 2012 we have been able to refinance our debt at similar or lower interest rates. Our weighted average effective cost of borrowing was 6.01% at March 31, 2013. Our weighted average effective cost of borrowing reflects our weighted average interest rate, including the effect of interest rate swaps or other derivatives and the effect of debt premiums and discounts.

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        Our total debt outstanding at the end of each period and weighted average effective cost of borrowing, which excludes the amortization of deferred debt issue cost, for the periods indicated were as follows:

Depreciation

        We generally depreciate aircraft using the straight-line method over a 25-year life from the date of manufacture to an estimated residual value. Management regularly reviews depreciation on our aircraft by aircraft type and depreciates the aircraft using the straight-line method over the estimated remaining holding period to an established residual value. See "Flight Equipment" below. Our depreciation expense is influenced by the adjusted carrying values of our flight equipment, the depreciable life and estimated residual value of the flight equipment. Adjusted carrying value is the original cost of our flight equipment, including capitalized interest during the construction phase, adjusted for subsequent capitalized improvements and impairments.

Aircraft Impairment Charges and Fair Value Adjustments

        Management evaluates quarterly the need to perform a recoverability assessment of aircraft considering the requirements under GAAP and performs this assessment at least annually for all aircraft in our fleet. Recurring recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our aircraft may not be recoverable, which may require us to change our assumptions related to future estimated cash flows. These events or changes in circumstances considered include potential disposals, changes in contracted lease terms, changes in the status of an aircraft as leased, re-leased, or not subject to lease, repossessions of aircraft, changes in portfolio strategies, changes in demand for a particular aircraft type and changes in economic and market circumstances. Factors that have affected impairment charges in recent years include, but are not limited to, the following: (i) unfavorable airline industry trends affecting the residual values of certain aircraft types; (ii) management's expectations that certain aircraft were more likely than not to be parted-out or otherwise disposed of sooner than 25 years; and (iii) new technological developments.

        While we continue to manage our fleet by ordering new in-demand aircraft and maximize our returns on our existing aircraft, we may incur additional impairment charges in the future. Impairment charges may result from future deterioration in lease rates and residual values, which can be caused by new technological developments, further sustained increases in fuel costs, prolonged economic distress, and

39

decisions to sell or part-out aircraft at amounts below net book value. The potential for impairment or fair value adjustments could be material to our results of operations for an individual period.

Aircraft Costs

        Aircraft costs consist of maintenance and repossession-related expenses borne by us. These expenses are typically incurred when aircraft are returned early, repossessed, or otherwise off-lease. While lessees are generally responsible for maintenance of the aircraft under the provisions of the lease, we may incur maintenance costs to prepare the aircraft for re-lease when aircraft are returned early or repossessed and are not in satisfactory condition to re-lease. Aircraft costs will fluctuate with the number of aircraft repossessed during a period.

Selling, General and Administrative Expenses

        Our principal selling, general and administrative expenses consist of expenses related to personnel expenses, including salaries, share-based compensation charges, employee benefits, professional and advisory costs and office and travel expenses. The level of our selling, general and administrative expenses is influenced primarily by the number of employees, fluctuations in AIG's share price and the extent of transactions or ventures we pursue which require the assistance of outside professionals or advisors.

Other Expenses

        Other expenses consist primarily of lease related charges, provision for losses on aircraft asset value guarantees, and provision for credit losses on notes receivable and net investment in finance and sales-type leases. Our lease related charges include the write-off of unamortized lease incentives and overhaul and straight-line lease adjustments that we incur when we sell an aircraft prior to the end of the lease.

        Our provision for losses on aircraft asset value guarantees represents changes made in the current period based on our best estimate of loss on asset value guarantees that are probable to be exercised.

        Our provision for credit losses on notes receivable consists primarily of allowances we establish to reduce the carrying value of our notes receivable to estimated collectible levels. Management reviews all outstanding notes that are in arrears to determine whether we should reserve for, or write off any portion of, the notes receivable. In this process, management evaluates the collectability of each note and the value of the underlying collateral, if any, by assessing relevant operational and financial issues. As of March 31, 2013, notes receivable, net, were not material.

        Our provision for credit losses on finance and sales-type leases consists primarily of allowances we establish to reduce the carrying value of our net investment in these leases to estimated collectible levels. Management monitors the activities and financial health of customers and evaluates the impact certain events, such as customer bankruptcies, will have on lessee's abilities to perform under the contracted terms of the related leases. Management reviews all outstanding leases classified as finance and sales-type to determine appropriate classification of the related aircraft within our fleet, and whether we should reserve for any portion of our net investment.

        The primary factors affecting our other expenses are: (i) the sale of aircraft prior to the end of a lease, which may result in lease related costs; (ii) a deterioration in aircraft values, which may result in additional provisions for losses on aircraft asset value guarantees; (iii) lessee defaults, which may result in additional provisions for doubtful notes receivable; and (iv) volatility in market value in derivatives not designated as hedges and ineffectiveness of cash flow hedges.

Critical Accounting Policies and Estimates

        Management's discussion and analysis of our financial condition and results of operations are based upon our Condensed, Consolidated Financial Statements, which have been prepared in accordance with

40

GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.

        We believe the following critical accounting policies could have a significant impact on our results of operations, financial condition and financial statement disclosures, and may require subjective and complex estimates and judgments:

•

Flight Equipment

•

Lease Revenue

•

Derivative Financial Instruments

•

Fair Value Measurements

•

Income Taxes

        We evaluate our estimates, including those related to flight equipment, lease revenue, derivative financial instruments, fair value measurements, and income taxes, on a recurring basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. For a detailed discussion on the application of our critical accounting policies, see Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2012. The following discussion includes any material updates or any specific activity related to these accounting policies and estimates for the three months ended March 31, 2013:

Flight Equipment

        Impairment Charges on Flight Equipment Held for Use—Sensitivity Analysis:    Aircraft impairment charges on flight equipment held for use aggregated $19.7 million for the three months ended March 31, 2013. If estimated cash flows used in a hypothetical full fleet assessment as of March 31, 2013, were decreased by 10% and 20%, 16 additional aircraft with a net book value of $0.4 billion or 56 additional aircraft with a net book value of $2.0 billion, respectively, would have been impaired and written down to their resulting respective fair values. In addition our lessees may face financial difficulties and return aircraft to us prior to the contractual lease expiry dates. As a result, our cash flow assumptions may change and future impairment charges may be required.

        Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed:    Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed aggregated $26.5 million for the three months ended March 31, 2013. We recorded impairment charges and fair value adjustments of (i) $9.5 million on two aircraft we sold or deemed more likely than not to be sold, but that did not meet the criteria required to be classified as Flight equipment held for sale; and (ii) $17.0 million on eight aircraft and one engine intended to be or designated for part-out.

Lease Revenue

        Overhaul Rentals:    Under the provisions of our leases, lessees are generally responsible for maintenance and repairs, including major maintenance (overhauls) over the term of the lease. Under the provisions of many of our leases, we receive overhaul rentals based on the usage of the aircraft. The usage may be calculated based on hourly usage or on the number of cycles operated. A cycle is defined as one take-off and landing. The usage is typically reported monthly by the lessee. For certain airframe and engine overhauls, we reimburse the lessee for costs incurred up to, but generally not exceeding, the overhaul

41

rentals that the lessee has paid to us. We recognize overhaul rentals received, net of estimated overhaul reimbursements, as revenue. We estimate expected overhaul reimbursements during the life of the lease. This requires significant judgment. We recognized net overhaul rental revenues of approximately $4.5 million for the three months ended March 31, 2013, as compared to $73.8 million for the same period 2012. The decrease in net overhaul rental revenue recognized primarily reflects an increase in overhaul rentals deferred due to higher future overhaul reimbursement expectations on certain aircraft in our fleet.

        Additionally, in connection with a lease of a used aircraft, we generally agree to contribute to the first major maintenance event the lessee incurs during the lease. At the time we pay the agreed upon maintenance reimbursement, we record the reimbursement against deferred overhaul rentals to the extent we have received overhaul rentals from the lessee, or against deposits to the extent received from the prior lessee. We capitalize as lease incentives any amount of the actual maintenance reimbursement we pay in excess of overhaul rentals and payments received from prior lessees and amortize the lease incentives into Rental of flight equipment over the remaining life of the lease. We capitalized lease incentives of $9.3 million, which included such maintenance contributions, for the three months ended March 31, 2013. During the three months ended March 31, 2013, we amortized lease incentives into Rentals of flight equipment aggregating $17.0 million.

Results of Operations

Three Months Ended March 31, 2013 Versus 2012

        Flight Equipment:    During the three months ended March 31, 2013, we had the following activity related to flight equipment:

	Number of Aircraft
Flight equipment at December 31, 2012		919
Aircraft reclassified to Net investment in finance and sales-type leases		(1	)
Aircraft purchases		3
Aircraft designated for part-out		(2	)
Flight equipment at March 31, 2013(a)		919

^(a)

Excludes four aircraft owned by AeroTurbine.

        Income before Income Taxes:    Our income before income taxes decreased by approximately $87.4 million for the three months ended March 31, 2013, as compared to the same period in 2012, primarily due to a decrease in revenues and other income. See below for a detailed discussion of our results for the three months ended March 31, 2013, as compared to the same period in 2012.

        Rental of Flight Equipment:    Revenues from rentals of flight equipment decreased 9.7% to $1,013.9 million for the three months ended March 31, 2013, as compared to $1,122.2 million for the same period in 2012. The average number of aircraft we owned during the period ended March 31, 2013, decreased to 919 from 932 for the period ended March 31, 2012. Revenues from rentals of flight equipment recognized for the three months ended March 31, 2013, decreased as compared to the same period in 2012 primarily due to (i) a $69.2 million decrease in net overhaul rentals recognized; (ii) a $61.2 million decrease due to lower lease rates on aircraft in our fleet during both periods that were re-leased or had lease rates change between the two periods; (iii) a $14.8 million decrease related to aircraft in service during the three months ended March 31, 2012, and sold prior to March 31, 2013; and (iv) a $6.6 million decrease in lease revenue earned by AeroTurbine. These decreases in revenue were partly offset by (i) a $31.8 million increase from new aircraft added to our fleet after March 31, 2012, and from aircraft in our fleet as of March 31, 2012, that earned revenue for a greater number of days during the three months ended March 31, 2013, as compared to the same period in 2012; and (ii) a $11.7 million increase due to fewer aircraft in transition between lessees.

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        At March 31, 2013, six customers operating 13 aircraft were 60 days or more past due on minimum lease payments aggregating $1.5 million relating to some of those aircraft, $1.2 million of which related to two customers. Of this amount, we recognized the entire $1.5 million in rental income through March 31, 2013. In comparison, at March 31, 2012, 15 customers operating 42 aircraft were 60 days or more past due on minimum lease payments aggregating $25.9 million relating to some of those aircraft, $13.4 million of which related to one Indian customer which subsequently ceased operations. Of this amount, we recognized $20.7 million in rental income through March 31, 2012.

        Flight Equipment Marketing and Gain on Aircraft Sales:    Flight equipment marketing and gain on aircraft sales decreased by $3.8 million for the three months ended March 31, 2013, as compared to the same period in 2012, primarily due to a decrease in gains recorded on aircraft sold during the three months ended March 31, 2013, as compared to gains recorded on aircraft sold for the same period in 2012.

        Other Income:    Other income increased to $46.0 million for the three months ended March 31, 2013, compared to $23.3 million for the same period in 2012 due to (i) a $23.9 million increase in early termination fees; and (ii) other minor fluctuations aggregating an increase of $2.3 million. These increases were partially offset by a decrease of $3.5 million relating to deferred revenue recognized by AeroTurbine from a bankrupt lessee during the three months ended March 31, 2012.

        Interest Expense:    Interest expense decreased to $384.1 million for the three months ended March 31, 2013, compared to $390.8 million for the same period in 2012. Our average debt outstanding, net of deferred debt discount, decreased to $24.2 billion during the three months ended March 31, 2013, compared to $24.5 billion during the same period in 2012, and our weighted average effective cost of borrowing, which excludes the effect of amortization of deferred debt issue cost, decreased 0.11%.

        Depreciation:    Depreciation of flight equipment decreased to $464.1 million for the three months ended March 31, 2013, compared to $479.7 million for the same period in 2012, primarily due to aircraft disposals and the conversion of aircraft under operating leases to sales-type leases.

        Aircraft Impairment Charges on Flight Equipment Held for Use:    Aircraft impairment charges on flight equipment held for use increased to $19.7 million relating to two aircraft recorded for the three months ended March 31, 2013 as compared to $11.2 million relating to two aircraft recorded for the three months ended March 31, 2012 based on the results of the recoverability assessment. See Note G of Notes to Condensed, Consolidated Financial Statements.

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        Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed:    During the three months ended March 31, 2013 and 2012, respectively, we recorded the following aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed:

	Three Months
	March 31, 2013					March 31, 2012
	Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments			Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments
	(Dollars in millions)
Loss
Impairment charges and fair value adjustments on aircraft likely to be sold or sold (including sales-type leases)		2	$	9.5			2	$	5.2
Impairment charges on aircraft intended to be or designated for part-out		8		17.0	(a)		—		2.1	(a)
Total Impairment charges and fair value adjustments on flight equipment sold or to be disposed		10	$	26.5	(a)		2	$	7.3	(a)

(a)

Includes charges relating to one engine for the three months ended March 31, 2013 and three engines for the same period in 2012.

        Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed increased to $26.5 million for the three months ended March 31, 2013, compared to $7.3 million for the same period in 2012. During the three months ended March 31, 2013, we recorded impairment charges and fair value adjustments on 10 aircraft and one engine that were sold or to be disposed, compared to two aircraft and three engines for the same period in 2012. See Note H of Notes to Condensed, Consolidated Financial Statements.

        Aircraft Costs:    Aircraft costs decreased to $13.6 million for the three months ended March 31, 2013, compared to $18.8 million for the same period in 2012 primarily due to fewer repossessions of aircraft from failed customers.

        Selling, General and Administrative Expenses:    Selling, general and administrative expenses increased to $79.4 million for the three months ended March 31, 2013, compared to $65.9 million for the same period in 2012 due to (i) a $10.2 million increase in salaries and employee related expenses, as a result of the acceleration of long term incentive compensation expense in conjunction with our potential future separation from AIG and an increase in employee headcount; and (ii) a $5.7 million increase in professional and consulting fees primarily relating to the potential future separation from AIG and legal fees. These increases were partially offset by minor fluctuations aggregating a decrease of $2.4 million.

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        Other expenses:    Other expenses for the three months ended March 31, 2013 and 2012, respectively, consisted of the following:

	Three Months
	March 31, 2013		March 31, 2012
	(Dollars in thousands)
Effect of derivatives(a)	$	237	$	200
Provision for loss on asset value guarantees(b)		6,600		—
Flight equipment rent(c)		531		4,500
	$	7,368	$	4,700

^(a)

See Note O of Notes to Condensed, Consolidated Financial Statements.

^(b)

Relates to reserves recorded on two aircraft asset value guarantees.

^(c)

Represents amortization of prepaid rent expense relating to sale-leaseback transactions, which was previously presented separately on the Condensed, Consolidated Income Statement. The decrease in Flight equipment rent in the 2013 period is because the final amortization amount was recorded during the three months ended March 31, 2013 and covered amortization for only part of the period.

        Provision for Income Taxes:    Our effective tax rate for the three months ended March 31, 2013, decreased to 23.4% from 35.0% for the same period in 2012. Our effective tax rate continues to be impacted by minor permanent items and interest accrued on uncertain tax positions and IRS audit adjustments, which was discretely recorded for the three months ended March 31, 2013. Our reserve for uncertain tax positions increased by $15.2 million for the three months ended March 31, 2013, the benefits of which, if realized, would have a significant impact on our effective tax rate.

        Other Comprehensive Income (Loss):    Other comprehensive income increased to $2.5 million for the three months ended March 31, 2013, compared to a loss of $0.3 million for the same period in 2012, primarily due to changes in the market values on derivatives qualifying for and designated as cash flow hedges.

Liquidity

        We generally fund our operations, which primarily consist of aircraft purchases, debt principal and interest payments and operating expenses, through a variety of sources. These sources include available cash balances, internally generated funds, including lease rental payments and proceeds from aircraft sales and part-outs, and debt issuance proceeds. In addition to these sources of funds, we have $2.3 billion available under our unsecured revolving credit facility. As part of our liquidity management strategy, we strive to maintain, and believe we currently have, sufficient liquidity to cover 18 to 24 months of debt maturities and operating expenses and 12 months of capital expenditures, and a ratio of adjusted net debt to adjusted shareholders' equity between 2.5-to-1.0 and 3.0-to-1.0. We are also focused on aligning our operating cash flows with the principal obligations due on our debt on an annual basis and, in furtherance of this objective, we have extended our debt maturities to a weighted average of 6.4 years as of March 31, 2013. We have also continued to diversify our funding sources to include both secured and unsecured financings from public debt markets, commercial banks and institutional loan markets, among others.

        We generated cash flows from operations of approximately $0.5 billion for the three months ended March 31, 2013, and we raised approximately $1.24 billion of net proceeds from the issuance of unsecured notes. We used a portion of these proceeds to finance aircraft purchases and repay debt financings, and we intend to use the remaining proceeds for general corporate purposes. Subsequent to March 31, 2013 we refinanced our $900 million secured term loan at a lower interest rate and prepaid $150 million of the outstanding principal as part of the refinancing agreement.

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        We had approximately $3.3 billion in cash and cash equivalents available for use in our operations at March 31, 2013. We also had $392.0 million of cash restricted from use in our operations, but which we can use to satisfy certain obligations under our operating leases and to pay principal and interest on our 2004 ECA facility. At May 2, 2013, we had the full $2.3 billion available to us under our revolving credit facility and approximately $151.0 million of the $430.0 million was available under AeroTurbine's credit facility. We also have the ability to potentially increase the AeroTurbine credit facility by an additional $70 million either by adding new lenders or allowing existing lenders to increase their commitments if they choose to do so.

        Our bank credit facilities and indentures limit our ability to incur secured indebtedness. The most restrictive covenant in our bank credit facilities permits us and our subsidiaries to incur secured indebtedness totaling up to 30% of our consolidated net tangible assets, as defined in the credit agreement, which limit currently totals approximately $10.8 billion. This limitation is subject to certain exceptions, including the ability to incur secured indebtedness to finance the purchase of aircraft. As of May 2, 2013, we were able to incur an additional $7.9 billion of secured indebtedness under this covenant. Our debt indentures also restrict us and our subsidiaries from incurring secured indebtedness in excess of 12.5% of our consolidated net tangible assets, as defined in the indentures. However, we may obtain secured financing without regard to the 12.5% consolidated net tangible asset limit under our indentures by doing so through subsidiaries that qualify as non-restricted under such indentures.

        In addition to addressing our liquidity needs through debt financings, we may also pursue potential aircraft sales or, for some of our older aircraft that are out-of-production, part-outs. During the three months ended March 31, 2013, we sold two aircraft and one engine for approximately $8.3 million in aggregate gross proceeds in connection with our ongoing fleet management strategy. As of May 2, 2013, we had sold three additional aircraft and we anticipate sales of additional aircraft during the remainder of the year. In evaluating potential sales or part-outs of aircraft, we balance maximization of cash today with the long-term value of holding aircraft.

        We believe the sources of liquidity mentioned above, together with our cash generated from operations, will be sufficient to operate our business and repay our debt maturities for at least the next twelve months.

Debt Financings

        We borrow funds on both a secured and unsecured basis from various sources, including public debt markets, commercial banks and institutional loan markets. During the three months ended March 31, 2013, we issued $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021 under our shelf registration statement. Subsequent to March 31, 2013, we refinanced our $900 million secured term loan at a lower interest rate and simultaneously reduced the outstanding principal amount to $750 million.

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        Our debt financing was comprised of the following:

	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Secured
Senior secured bonds	$	3,900,000		$	3,900,000
ECA and Ex-Im financings		2,055,211			2,193,229
Secured bank debt(a)		1,828,645			1,961,143
Institutional secured term loans		1,450,000			1,450,000
Less: Deferred debt discount		(14,143	)		(15,125	)
		9,219,713			9,489,247
Unsecured
Bonds and medium-term notes		13,949,454			13,890,747
Less: Deferred debt discount		(34,799	)		(37,207	)
		13,914,655			13,853,540
Total Senior Debt Financings		23,134,368			23,342,787
Subordinated Debt		1,000,000			1,000,000
	$	24,134,368		$	24,342,787
Selected interest rates and ratios which include the economic effect of derivative instruments:
Weighted average effective cost of borrowing(b)		6.01	%		6.09	%
Percentage of total debt at fixed rates		79.73	%		79.16	%
Weighted average effective cost of borrowing on fixed rate debt(b)		6.59	%		6.72	%

^(a)

Of this amount, $186.7 million (2013) and $270.5 million (2012) is non-recourse to ILFC. These secured financings were incurred by VIEs and consolidated into our Condensed, Consolidated Financial Statements.

^(b)

Excludes the effect of amortization of deferred debt issue cost.

        The following table presents information regarding the collateral pledged for our secured debt:

	As of March 31, 2013
	Debt Outstanding		Net Book Value of Collateral			Number of Aircraft
	(Dollars in thousands)
Senior secured bonds	$	3,900,000	$	6,399,839			174
ECA and Ex-Im Financings		2,055,211		5,605,452			121
Secured bank debt		1,828,645		2,683,979	(a)		61	(a)
Institutional secured term loans		1,450,000		2,623,517	(b)		89	(b)
Total	$	9,233,856	$	17,312,787			445

^(a)

Amounts represent net book value of collateral and number of aircraft securing ILFC secured bank term debt. Amounts do not include assets securing AeroTurbine's secured revolving credit facility. AeroTurbine's credit facility, under which $269.9 million was drawn as of March 31, 2013, is secured by substantially all of AeroTurbine's assets.

^(b)

Amounts reflect the net book value of collateral and number of aircraft securing the ILFC $900 million secured term loan after our $150 million partial prepayment of the loan subsequent to March 31, 2013, which reduced the collateral on such loan by eight aircraft. The debt outstanding for institutional secured term loans does not reflect this prepayment. Amounts also include our other institutional secured term loan of $550 million and its related collateral.

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        Our debt agreements contain various affirmative and restrictive covenants. We have recently amended the financial covenants in our $203 million term loan facility, our ECA financings and our revolving credit agreement. See Note J of Notes to Condensed, Consolidated Financial Statements for a description of each financing arrangement. As of March 31, 2013, we were in compliance with the covenants in our debt agreements.

Derivatives

        We employ derivative products to manage our exposure to interest rate risks and foreign currency risks. We enter into derivative transactions only to economically hedge interest rate risk and currency risk and not to speculate on interest rates or currency fluctuations. These derivative products include interest rate swap agreements, foreign currency swap agreements and interest rate cap agreements. At March 31, 2013, our derivative portfolio consisted of interest rate swaps. All of our interest rate swap agreements have been designated as and accounted for as cash flow hedges and we did not designate our interest rate cap agreements as hedges.

        When interest rate and foreign currency swaps are effective as cash flow hedges, they offset the variability of expected future cash flows, both economically and for financial reporting purposes. We have historically used such instruments to effectively mitigate foreign currency and interest rate risks. The effect of our ability to apply hedge accounting for the swap agreements is that changes in their fair values are recorded in OCI instead of in earnings for each reporting period. As a result, reported net income will not be directly influenced by changes in interest rates and currency rates.

        The counterparty to our interest rate swaps at March 31, 2013, is AIG Markets, Inc., a wholly owned subsidiary of AIG. The swap agreements are subject to a bilateral security agreement and a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. Failure of the counterparty to perform under the derivative contracts would not have a material impact on our results of operations and cash flows, as we are in a net liability position at March 31, 2013.

Credit Ratings

        Because of our current long-term debt ratings, the 2004 ECA facility imposes the following restrictions: (i) we must segregate all security deposits, overhaul rentals and rental payments related to the aircraft financed under the 2004 ECA facility into separate accounts controlled by the security trustee (segregated rental payments are used to make scheduled principal and interest payments on the outstanding debt) and (ii) we must file individual mortgages on the aircraft funded under both the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective aircraft are registered.

        While a ratings downgrade does not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the cost of such financings.

        The following table summarizes our current ratings by Fitch, Moody's and S&P, the nationally recognized rating agencies:

Unsecured Debt Ratings

Rating Agency	Long-term Debt	Corporate Rating	Outlook	Date of Last Ratings Action
Fitch	BB	BB	Stable	November 4, 2011
Moody's	Ba3	Ba3	Positive	December 10, 2012
S&P	BBB-	BBB-	Negative	December 7, 2012

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Secured Debt Ratings

Rating Agency	$900 Million 2012 Term Loan	$550 Million 2012 Term Loan	$3.9 Billion Senior Secured Notes
Fitch	BB	BB	BBB-
Moody's	Ba2	Ba2	Ba2
S&P	BBB-	BBB-	BBB-

        These credit ratings are the current opinions of the rating agencies and our current BBB- rating by S&P takes into consideration our ownership by AIG. As such, they may be changed, suspended or withdrawn at any time by the rating agencies as a result of various circumstances including changes in, or unavailability of, information. We cannot predict what effect, if any, AIG's expected sale of our common stock to Jumbo Acquisition Limited will have on our credit ratings.

Existing Commitments

        The following table summarizes our contractual obligations at March 31, 2013:

	Commitments Due by Fiscal Year
	Total		2013		2014		2015		2016		2017		Thereafter
	(Dollars in thousands)
Unsecured bonds and medium-term notes	$	13,949,454	$	2,229,932	$	1,039,502	$	2,010,020	$	1,000,000	$	2,000,000	$	5,670,000
Senior secured bonds		3,900,000		—		1,350,000		—		1,275,000		—		1,275,000
Secured bank loans(a)		1,828,646		141,459		170,756		427,640		172,566		173,537		742,688
ECA and Ex-Im financings		2,055,211		309,067		448,029		359,960		282,492		226,188		429,475
Other secured financings		1,450,000		—		—		—		550,000		900,000		—
Subordinated debt		1,000,000		—		—		—		—		—		1,000,000
Estimated interest payments including the effect of derivative instruments(b)		8,606,295		993,154		1,258,466		1,102,481		895,761		675,711		3,680,722
Operating leases(c)		53,002		8,046		9,748		8,059		3,537		2,990		20,622
Pension obligations(d)		10,187		1,652		1,669		1,730		1,799		1,738		1,599
Commitments under ILFC aircraft purchase agreements(e)(f)		17,744,310		1,350,065		2,019,102		2,527,097		3,139,968		4,233,873		4,474,205
Commitments under AeroTurbine flight equipment purchase agreements		46,624		46,624		—		—		—		—		—
Total	$	50,643,729	$	5,079,999	$	6,297,272	$	6,436,987	$	7,321,123	$	8,214,037	$	17,294,311

^(a)

Includes $269.9 million outstanding under AeroTurbine's revolving credit facility.

^(b)

Estimated interest payments for floating rate debt included in this table are based on rates at March 31, 2013. Estimated interest payments include the estimated impact of our interest rate swap agreements. For floating rate debt that has been swapped into fixed rate debt, the estimated interest payments reflect the swapped fixed rate.

^(c)

Minimum rentals have not been reduced by minimum sublease rentals of $3.1 million receivable in the future under non-cancellable subleases.

^(d)

Our pension obligations are part of intercompany expenses, which AIG allocates to us on an annual basis. The amount is an estimate of such allocation. The column "2013" consists of total estimated allocations for 2013 and the column "Thereafter" consists of the 2018 estimated allocation. The amount allocated has not been material to date.

^(e)

Includes sale-leaseback transactions in 2013 and 2014 and commitments to purchase nine new spare engines. Also includes six Boeing 787s, which Boeing has confirmed will deliver during 2013. In addition, we have been called upon to perform under four asset value guarantees and the aggregate purchase price of the four used aircraft is included in 2013.

^(f)

Excludes amounts related to our purchase rights for 50 aircraft which we have not yet exercised.

Contingent Commitments

        From time to time, we participate with airlines, banks and other financial institutions in the financing of aircraft by providing asset value guarantees, put options or loan guarantees collateralized by aircraft. As a result, if we are called upon to fulfill our obligations, we have recourse to the value of the underlying

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aircraft. The table below reflects our potential payments for these contingent obligations, without any offset for the projected value of the aircraft.

	Contingency Expiration by Fiscal Year
	Total		2013		2014		2015		2016		2017		Thereafter
	(Dollars in thousands)
Asset Value Guarantees	$	337,996	$	—	$	7,431	$	157,132	$	—	$	46,140	$	127,293

        The table above does not include $740.9 million of unrecognized tax benefits, consisting primarily of FSC and ETI benefits, and any effect of our net tax liabilities, the timing of which is uncertain.

Variable Interest Entities

        Our leasing and financing activities require us to use many forms of SPEs to achieve our business objectives and we have participated to varying degrees in the design and formation of these SPEs. A majority of these entities are wholly owned; we are the primary or only variable interest holder, we are the only decision maker and we guarantee all the activities of the entities. However, these entities meet the definition of a VIE because they do not have sufficient equity to operate without our subordinated financial support in the form of intercompany notes and loans which serve as equity. We have a variable interest in other entities in which we have determined that we are the PB, because we control and manage all aspects of the entities, including directing the activities that most significantly affect these entities' economic performance, and we absorb the majority of the risks and rewards of these entities. We consolidate these entities into our Condensed, Consolidated Financial Statements and the related aircraft are included in Flight equipment and the related borrowings are included in Secured debt financings on our Condensed, Consolidated Balance Sheets.

        We have variable interests in the following entities, in which we have determined we are not the PB because we do not have the power to direct the activities that most significantly affect the entity's economic performance: (i) one entity that we have previously sold aircraft to and for which we manage 18 aircraft, in which our variable interest consists of the servicing fee we receive for the management of 18 aircraft; and (ii) two affiliated entities we sold aircraft to in 2003 and 2004, which aircraft we continue to manage, in which our variable interests consist of the servicing fee we receive for the management of those aircraft. These two affiliated entities, for which we manage aircraft, are consolidated into AIG's financial statements. We do not believe that we will have any future material liquidity obligations to any of these entities.

Off-Balance Sheet Arrangements

        We have not established any unconsolidated entities for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. We have, however, from time to time established subsidiaries, entered into joint ventures or created other partnership arrangements or trusts with the limited purpose of leasing aircraft or facilitating borrowing arrangements. See Note M of Notes to Condensed, Consolidated Financial Statements for more information regarding our involvement with VIEs.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk represents the risk of changes in value of a financial instrument, caused by fluctuations in interest rates and foreign exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. We are exposed to the market risks described below.

Interest Rate Risk

        Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Interest rate risk is highly sensitive to many factors, including the U.S. government's monetary and tax policies, global economic factors and other factors beyond our control. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates. Our primary interest rate exposures relate to our floating rate debt obligations, which are based on interest rate indices such as LIBOR. Increases in the interest rate index would reduce our pre-tax income by increasing the cost of our debt, if we were not able to proportionally increase our lease rates.

        We mitigate our floating interest rate risk by entering into interest rate swap contracts as appropriate. After taking our swap agreements into consideration, which in effect have fixed the interest rates of the hedged debt, our floating rate debt comprised approximately 20.3% of our total outstanding debt obligations, or approximately $4.9 billion in aggregate principal amount, at March 31, 2013.

        The fair market value of our interest rate swaps is affected by changes in interest rates, the credit risk of us and our counterparties to the swaps, and the liquidity of those instruments. We determine the fair value of our derivative instruments using a discounted cash flow model, which incorporates an assessment of the risk of non-performance by our swap counterparties. The model uses various inputs including contractual terms, interest rate, credit spreads and volatility rates, as applicable. We record the effective part of the changes in fair value of derivative instruments designated as cash flow hedges in Other comprehensive income.

        The following discussion about the potential effects of changes in interest rates on our outstanding debt obligations is based on a sensitivity analysis, which models the effects of hypothetical interest rate shifts on our results of operation and cash flows. This sensitivity analysis is constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by the inability to include the extraordinarily complex market reactions that normally would arise from the market shifts. Although the following results of our sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they should not be viewed as a forecast. This forward-looking disclosure also is selective in nature and addresses only the potential impact on our debt obligations. It does not include a variety of other potential impacts that a change in interest rates could have on our business.

        Assuming we do not hedge our exposure to interest rate fluctuations related to our outstanding floating rate debt, a hypothetical 100 basis-point increase or decrease in our variable interest rates would have increased or decreased our interest expense, and accordingly our cash flows, by approximately $49 million on an annualized basis. The same hypothetical 100 basis-point increase or decrease in interest rates on our total outstanding debt obligations, including fixed and floating rate debt, would have increased or decreased our interest expense, and accordingly our cash flows, by approximately $242 million on an annualized basis.

Foreign Currency Exchange Risk

        Our functional currency is U.S. dollars. All of our aircraft purchase agreements are negotiated in U.S. dollars, we currently receive substantially all of our revenue in U.S. dollars and we pay substantially all of our expenses in U.S. dollars. We currently have a limited number of leases denominated in foreign currencies, maintain part of our cash in foreign currencies, and incur some of our expenses in foreign

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currencies, primarily the Euro. A decrease in the U.S. dollar in relation to foreign currencies increases our expenses paid in foreign currencies and an increase in the U.S dollar in relation to foreign currencies decreases our lease revenue received from foreign currency denominated leases. Because we currently receive most of our revenues in U.S. dollars and pay most of our expenses in U.S. dollars, a change in foreign exchange rates would not have a material impact on our results of operations or cash flows. We do not have any restrictions or repatriation issues associated with our foreign cash accounts.

ITEM 4.    CONTROLS AND PROCEDURES

(A)    Evaluation of Disclosure Controls and Procedures

        We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to our management, including the Chief Executive Officer and the Senior Vice President and Chief Financial Officer (collectively, the "Certifying Officers"), as appropriate, to allow timely decisions regarding required disclosure.

        In conjunction with the close of each fiscal quarter, we conduct a review and evaluation, under the supervision and with the participation of our management, including the Certifying Officers, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2013, the end of the period covered by this report.

(B)    Changes in Internal Controls Over Financial Reporting

        There have been no changes in our internal controls over financial reporting during the three months ended March 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        Yemen Airways-Yemenia:    We are named in a lawsuit in connection with the 2009 crash of our Airbus A310-300 aircraft on lease to Yemen Airways-Yemenia, a Yemeni carrier. The plaintiffs are families of deceased occupants of the flight and seek unspecified damages for wrongful death, costs, and fees. The operative litigation commenced in January 2011 and is pending in the United States District Court for the Central District of California. We believe that we have substantial defenses on the merits and that we are adequately covered by available liability insurance. We do not believe that the outcome of the Yemenia lawsuit will have a material effect on our consolidated financial condition, results of operations or cash flows.

        Air Lease:    On April 24, 2012, ILFC and AIG filed a lawsuit in the Los Angeles Superior Court against ILFC's former CEO, Steven Udvar Hazy, Mr. Hazy's current company, Air Lease Corporation (ALC), and a number of ILFC's former officers and employees who are currently employed by ALC. The lawsuit alleges that Mr. Hazy and the former officers and employees, while employed at ILFC, diverted corporate opportunities from ILFC, misappropriated ILFC's trade secrets and other proprietary information, and committed other breaches of their fiduciary duties, all at the behest of ALC. The complaint seeks monetary damages and injunctive relief for breaches of fiduciary duty, misappropriation of trade secrets, unfair competition, and various other violations of state law. The litigation is in its incipient stages.

        We are also a party to various claims and litigation matters arising in the ordinary course of our business. We do not believe that the outcome of these matters, individually or in the aggregate, will be material to our consolidated financial condition, results of operations or cash flows.

ITEM 1A.    RISK FACTORS

        There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

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ITEM 4.    MINE SAFETY DISCLOSURES

        Not applicable.

Item 6.    EXHIBITS

a)

Exhibits

3.1	Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008, and incorporated herein by reference).
3.2	Amended and Restated By-laws of the Company (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference).
4.1	Seventh Supplemental Indenture, dated as of March 11, 2013, to the Indenture, dated August 1, 2006, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
4.2	Officers' Certificate, dated as of March 11, 2013, establishing the terms of the 3.875% senior notes due 2018 and the 4.625% senior notes due 2021 (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
4.3	The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries.
10.1	First Amendment to Three-Year Revolving Credit Agreement, dated as of April 1, 2013, among the Company, the banks party thereto and Citibank, N.A., as administrative agent (filed as an exhibit to Form 8-K filed on April 2, 2013 and incorporated herein by reference).
10.2	First Amendment to Credit Agreement, dated as of April 5, 2013, among Flying Fortress Inc., as borrower, the Company, Flying Fortress Financing Inc., Flying Fortress US Leasing Inc. and Flying Fortress Ireland Leasing Limited, as the borrower parties, the Consenting Lenders named therein, the New Lenders named therein and Bank of America, N.A., as collateral agent and administrative agent (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
10.3	Deed of Amendment, dated as of May 8, 2013, relating to Aircraft Facility Agreement, among Bank of Scotland PLC, as security trustee and agent, the financial institutions listed therein, as lead managers, Whitney Leasing Limited, as borrower, Aircraft SPC-12 Inc., as borrower parent, and the Company, as guarantor and subordinated lender.
12.	Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
31.1	Certification of Chief Executive Officer.
31.2	Certification of Senior Vice President and Chief Financial Officer.
32.1	Certification under 18 U.S.C., Section 1350.

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101. Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed, Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012; (ii) the Condensed, Consolidated Statements of Income for the three months ended March 31, 2013 and 2012; (iii) the Condensed, Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012; (iv) the Condensed, Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; and (v) the Notes to the Condensed, Consolidated Financial Statements.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERNATIONAL LEASE FINANCE CORPORATION
May 9, 2013	/s/ HENRI COURPRON HENRI COURPRON Chief Executive Officer (Principal Executive Officer)
May 9, 2013	/s/ ELIAS HABAYEB ELIAS HABAYEB Senior Vice President and Chief Financial Officer (Principal Financial Officer)
May 9, 2013	/s/ JAMES J. MCKINNEY JAMES J. MCKINNEY Vice President and Controller (Principal Accounting Officer)

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

INDEX TO EXHIBITS

Exhibit No.
	3.1	Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008, and incorporated herein by reference).
	3.2	Amended and Restated By-laws of the Company (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference).
	4.1	Seventh Supplemental Indenture, dated as of March 11, 2013, to the Indenture, dated August 1, 2006, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
	4.2	Officers' Certificate, dated as of March 11, 2013, establishing the terms of the 3.875% senior notes due 2018 and the 4.625% senior notes due 2021 (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
	4.3	The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries.
	10.1	First Amendment to Three-Year Revolving Credit Agreement, dated as of April 1, 2013, among the Company, the banks party thereto and Citibank, N.A., as administrative agent (filed as an exhibit to Form 8-K filed on April 2, 2013 and incorporated herein by reference).
	10.2	First Amendment to Credit Agreement, dated as of April 5, 2013, among Flying Fortress Inc., as borrower, the Company, Flying Fortress Financing Inc., Flying Fortress US Leasing Inc. and Flying Fortress Ireland Leasing Limited, as the borrower parties, the Consenting Lenders named therein, the New Lenders named therein and Bank of America, N.A., as collateral agent and administrative agent (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
	10.3	Deed of Amendment, dated as of May 8, 2013, relating to Aircraft Facility Agreement, among Bank of Scotland PLC, as security trustee and agent, the financial institutions listed therein, as lead managers, Whitney Leasing Limited, as borrower, Aircraft SPC-12 Inc., as borrower parent, and the Company, as guarantor and subordinated lender.
	12.	Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
	31.1	Certification of Chief Executive Officer.
	31.2	Certification of Senior Vice President and Chief Financial Officer.
	32.1	Certification under 18 U.S.C., Section 1350.
	101.	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed, Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012; (ii) the Condensed, Consolidated Statements of Income for the three months ended March 31, 2013 and 2012; (iii) the Condensed, Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012; (iv) the Condensed, Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; and (v) the Notes to the Condensed, Consolidated Financial Statements.

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EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT (this “Amendment”), dated as of April 5, 2013, between Flying Fortress Inc., a California corporation (the “Borrower”), each “Borrower Party” party to the Credit Agreement referred to below, the Consenting Lenders (as defined below) and the New Lenders (as defined below) executing this Amendment on the signature pages hereto, and Bank of America, N.A., as Collateral Agent and Administrative Agent.

WHEREAS, the parties hereto (other than the New Lenders (as defined below)) are party to a Term Loan Credit Agreement dated as of February 23, 2012 (as otherwise heretofore amended, modified and supplemented and in effect on the date hereof, the “Credit Agreement”);

WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement;

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as set forth herein;

WHEREAS, each Lender party to the Credit Agreement immediately prior to the effectiveness of this Amendment which is executing a counterpart of this Amendment (each, a “Consenting Lender”) desires to consent to the amendments set forth herein and, in connection therewith, in respect of its Loans, has the choice to elect either (a) Option A (as defined below) or (b) Option B (as defined below);

WHEREAS, each Lender that does not desire to consent to the amendments set forth herein by executing a counterpart of this Amendment and electing Option A or Option B in accordance with the terms hereof (each, a “Non-Consenting Lender”) wishes to cease to be a party to the Credit Agreement as a “Lender” thereunder;

WHEREAS, each Lender that is not a party to the Credit Agreement immediately prior to the effectiveness of this Amendment, and which is executing a counterpart of this Amendment (each, a “New Lender”) wishes to consent to the amendments set forth herein and to become a party to the Credit Agreement and a Lender thereunder;

WHEREAS, subject to certain conditions, such amendments and modifications shall include the addition of a new term loan facility (the loans thereunder, the “New Loans”), which shall be composed of the proceeds of new advances used to replace the outstanding Loans and/or the conversion of outstanding Loans under the Credit Agreement (the “Existing Loans”), in each case that will be governed by the terms of this Amendment;

WHEREAS, the New Loans will have the same terms as the Existing Loans except as otherwise set forth herein;

WHEREAS, each Lender party to the Credit Agreement immediately prior to the effectiveness of this Amendment (each, an “Existing Lender”) that is a Consenting Lender agrees to convert its Existing Loans to New Loans in a principal amount up to the aggregate outstanding principal amount of its Existing Loans if it has elected Option A (if any) (the “Continued Loans”), or agrees to make or purchase New Loans in a principal amount up to the aggregate outstanding principal amount of its Existing Loans if it has elected Option B, and further agrees to make or purchase any additional New

Loans in an amount such Consenting Lender has separately agreed, in each case subject to the terms hereof; and

WHEREAS, each New Lender will make New Loans to Borrower on the Amendment Effective Date in the amount of its commitment subject to the terms hereof;

NOW, THEREFORE, the parties hereto agree that the Credit Agreement shall be amended as set forth herein, and the parties hereto otherwise agree as follows:

Section 1.  Definitions.  Except as otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

2.01.  General.

(a)References in the Loan Documents to “this Agreement” or the “Credit Agreement” or the like (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

(b)Each Consenting Lender and each New Lender shall be deemed to be a “Lender” under and for all purposes of the Credit Agreement, and each New Loan shall be deemed to be a “Loan” under and for all purposes of the Credit Agreement (except as the context may otherwise require).

(c)Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments, in each case to the extent that such obligations by their express terms under the Credit Agreement survive a prepayment of the Loans, shall continue in full force and effect with respect to, and for the benefit of, each Existing Lender (including each Non-Consenting Lender) in respect of such Existing Lender’s Existing Loans, and the amounts due and owing to any Existing Lender that accrued prior to the Amendment Effective Date shall be such amounts as determined in accordance with the Credit Agreement as in effect prior to the Amendment Effective Date; provided that no payments under Section 2.08(m) of the Credit Agreement or other break funding payments shall be due or payable to any Existing Lender with respect to the portion of any Existing Loans which is converted to New Loans pursuant to its election of Option A or equal to the amount of New Loans made or purchased by such Existing Lender pursuant to its election of Option B, and in no event is any Premium Amount with respect to the Existing Loans due and payable to any Existing Lender (whether a Consenting Lender or a Non-Consenting Lender).

(d)This Amendment shall additionally constitute a “Loan Document”.

(e)Each reference to CUSIP numbers shall be deemed to be a reference to the following CUSIP numbers: “Deal CUSIP Number: 34407JAA4, Facility CUSIP Number: 34407JAC0”.

(f)No prepayment notice shall be required in respect of the prepayments effected in accordance with this Amendment, other than this Amendment and any communications with the Existing Lenders in connection herewith (including the Memorandum).  In addition, no Borrowing Notice or Release Request, or other notice of borrowing or release request, shall be required in connection with any New Loan.

(g)Each Consenting Lender’s and New Lender’s Commitment and Applicable Percentage with respect to the New Loans shall be as notified to them by the Arranger (as defined in the Memorandum).  Each Consenting Lender’s Commitment with respect to the New Loans shall be no greater than such Consenting Lender’s Commitment was with respect to the Existing Loans unless otherwise agreed with the Arranger, and each New Lender’s Commitment shall be no greater than the amount agreed with the Arranger; provided that the aggregate Commitments with respect to the New Loans shall be no greater than $750,000,000.

(h)All New Loans that are funded hereunder shall be deemed made immediately prior to the prepayment of any Loan.  Accordingly, in connection with the conversion and/or prepayment of Existing Loans, and funding of New Loans, contemplated hereby, at all times Obligations shall remain outstanding under the Credit Agreement and no discharge or release of the Secured Obligations nor of any Security Document shall occur as result hereof (except to the extent any release of Collateral is permitted pursuant to the Credit Agreement, and requested by the Borrower, in connection with the reduction in the aggregate outstanding principal amount of Loans from $900,000,000 to $750,000,000).

2.02.  Amended and Restated Definitions.  Section 1.01 of the Credit Agreement shall be amended by amending and restating the following definitions in their entirety to read as follows:

“Applicable Margin” means 2.75% per annum; provided that for any period in which the Base Rate applies to the Loans, the Applicable Margin shall be 1.75% per annum.

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time.  If the commitment of each Lender to make Loans has been terminated pursuant to Article 6 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage as of the First Amendment Effective Date of each Lender making New Loans on such date (including by way of conversion of its prior Loans) is as notified by the Administrative Agent (or its Affiliate) to such Lender in accordance with the First Amendment or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Arranger Entity” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and each of their respective Affiliates.

“Commitment” means, as to each Lender, its obligation to make the Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount as notified by the Administrative Agent (or its Affiliate) to such Lender in accordance with the First Amendment or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“LIBO Rate” means, with respect to any Borrowing for any Interest Period, the greater of (a) 0.75% per annum and (b) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent (and agreed to by the Borrower, such consent of the Borrower not to be unreasonably withheld or delayed) from

time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, with respect to the initial Interest Period, BBA LIBOR shall be determined based on an Interest Period of four (4) months. If such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Borrowing for such Interest Period shall be the greater of (a) 0.75% per annum and (b) the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Loans and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Premium Amount” means, with respect to any principal amount being prepaid, an amount equal to (a) except as provided in clause (b) below, 1% of such principal amount being prepaid if the date of such prepayment is made on or after the First Amendment Effective Date and on or prior to the date ending six months thereafter or (b) $0.00 if (i) the date of such prepayment is on or after the six-month anniversary of the First Amendment Effective Date, (ii) such prepayment is made in connection with an LTV Cure other than an LTV Cure to the extent attributable to a Removal (other than as described in the following clause (iii)) or to a Deemed Removal, (iii) such prepayment is made as a result of an Event of Loss of a Pool Aircraft or as a result of an event described in the second proviso of Appraised Value (except a Deemed Removal) or a Specified Representation Deficiency, provided that such prepaid amount does not exceed an amount equal to the Appraised Value (determined without having regard to the event giving rise to the prepayment) of such Pool Aircraft or (iv) pursuant to Section 9.06 (other than clause (iv) thereof).

2.03.  New Definitions.  Section 1.01 of the Credit Agreement shall be amended by adding the following definitions in appropriate alphabetical order:

“Consenting Lender” has the meaning set forth in the First Amendment.

“First Amendment” means First Amendment to Credit Agreement, dated as of April 5, 2013, among the Borrower, the other Borrower Parties, the Consenting Lenders, the New Lenders, the Administrative Agent and the Collateral Agent.

“First Amendment Effective Date” means the “Amendment Effective Date”, as defined in the First Amendment.

“New Lender” has the meaning set forth in the First Amendment.

“New Loan” has the meaning set forth in the First Amendment.

2.04.Other Amendments

(a)Section 2.01 shall be amended by replacing the terms thereof with the following:

(a)On the Effective Date, subject to the terms and conditions and relying on the representations and warranties set forth herein, each Lender as of such date agreed to make a Loan to the Borrower in a principal amount equal to its Commitment by transfer of such amount to the Administrative Agent as

described in Section 2.03, in each case subject to the terms of this Agreement as in effect as of such date.  On the First Amendment Effective Date, subject to the terms and conditions and relying on the representations and warranties set forth herein and in the First Amendment, each Consenting Lender and each New Lender agrees to make a New Loan to the Borrower in a principal amount equal to its Commitment (in the case of certain Consenting Lenders, by converting its Existing Loans to New Loans, and in the case of certain Consenting Lenders, by making or purchase of New Loans, in each case to the extent provided pursuant to the terms of the First Amendment).  Other than as provided in the First Amendment, the Loans and the Commitments hereunder are not revolving and amounts repaid or prepaid may not be reborrowed.

(b)Any undrawn portion of the Commitments shall automatically terminate immediately after the Borrowing on the First Amendment Effective Date.

(b)Each reference to “Effective Date” in Section 2.02, 2.03 and 2.05(d) of the Credit Agreement shall be deemed to mean the First Amendment Effective Date with respect to the New Loans, except that no Borrowing Request or Release Request shall be required and the Borrowing Date and Release Date for all New Loans shall be the Amendment Effective Date.

(c)The following clause shall be added to Section 2.03:

(d)Notwithstanding the foregoing or any other provision of the Credit Agreement, but subject only to satisfaction of conditions precedent to the occurrence of the First Amendment Effective Date set forth in the First Amendment, on the First Amendment Effective Date, all of the proceeds of the New Loans shall be applied to prepay the Existing Loans (as defined in the First Amendment) and all Existing Loans that are not paid off shall be deemed converted to and continued as New Loans.

(d)The following sentence shall be added to Section 3.04 of the Credit Agreement:  ILFC’s audited consolidated financial statements as at December 31, 2012, copies of which have been furnished to each Lender, have been prepared in accordance with GAAP and fairly present the financial condition of ILFC and its Subsidiaries as at such date and the results of their operations for the period then ended

(e)The following sentences shall be added to Section 3.15 of the Credit Agreement:  As of the First Amendment Effective Date (and as also reflected on ILFC’s consolidated balance sheet dated as of December 31, 2012, and confirmed by the Appraisals dated as of December 31, 2012, as the case may be, delivered to the Administrative Agent as a condition to the occurrence of the First Amendment Effective Date), the fair value of the assets of each of (x) ILFC and (y) the Borrower and its Subsidiaries taken as a whole, exceed their respective liabilities.  As of the First Amendment Effective Date, neither the Transaction Parties taken as a whole nor ILFC nor the Borrower is or will be rendered insolvent as a result of the transactions contemplated by this Agreement and the other Loan Documents.

(f)The following sentence shall be added to Section 3.19 of the Credit Agreement:  The proceeds of the New Loans will be used by the Borrower to refinance the Existing Loans.

(g)Section 9.06 of the Credit Agreement shall be amended by adding the following sentences thereto:  Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to such assignment on behalf of such Lender as assignor and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.06.

2.04.  Schedules and Exhibits.  Schedules 3.14, 3.17(a), 3.17(b) and 9.19 of the Credit Agreement shall be amended by replacing such schedules and exhibits with the corresponding schedules and exhibits hereto.

Section 3.  Representations and Warranties.  The Borrower and each other Borrower Party represents and warrants to the Lenders that the representations and warranties of the Borrower Parties contained in Article 3 of the Credit Agreement (as amended hereby) and contained in each other Loan Document are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date.

Section 4.  Conditions Precedent.  As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of April 5, 2013 (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent, provided that such conditions precedent are satisfied on or prior to the Amendment Effective Date:

(a)The Administrative Agent (or its counsel) shall have received the signature pages to this Amendment duly executed by each of (i) the Borrower, (ii) the Borrower Parties, (iii) the Consenting Lenders and (iv) each New Lender.

(b)The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated the Amendment Effective Date) of each of Clifford Chance US LLP with respect to New York law, in-house counsel to ILFC with respect to California law and other matters, and A&L Goodbody with respect to Irish law, as to such matters as the Administrative Agent may reasonably request, dated as of the Amendment Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(c)The representations and warranties of the Borrower Parties contained in Article 3 of the Credit Agreement (as amended hereby) and contained in each other Loan Document shall be true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and an Officer’s Certificate of ILFC shall so certify on and as of the Amendment Effective Date to the Administrative Agent and the Lenders.

(d)The Administrative Agent shall have received evidence satisfactory to it that the outstanding principal amount of and interest on the Existing Loans of, and all other amounts owing under or in respect of, the Credit Agreement to any Non-Consenting Lender and any Consenting Lender (to the extent such Consenting Lender’s Commitment with respect to the New Loans shall be less than its Commitments in respect of the Existing Loans) shall have been (or shall simultaneously with the making of the New Loans be) paid to each such Non-Consenting Lender and Consenting Lender in accordance with Section 9.06 of the Credit Agreement.

(e)The Administrative Agent shall have received evidence satisfactory to it that each Consenting Lender electing Option B shall have received (or shall simultaneously with the making of the New Loans receive), payment of an amount equal to the outstanding principal amount of and interest on its Existing Loans subject to Option B.

(f)The Borrower shall have paid all other fees and other amounts due and payable by it under the Credit Agreement, and all other out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any Loan Document or as separately agreed between any Borrower Party and any arranger in respect of this Amendment.

(g)The Administrative Agent shall have received an LTV Certificate, dated as of the Amendment Effective Date with Appraisals dated as of December 31, 2012, and on the Amendment Effective Date (after giving effect to the prepayment of the Existing Loans and making of the New Loans pursuant hereto) the Borrower shall be in compliance with the Loan-to-Value Ratio.

(h)Each Lender who requests a Note and has returned its Note with respect to the Existing Loan (if any) to the Administrative Agent for cancellation (or the Administrative Agent, on behalf of each such Lender) shall have received a signed original of a Note with respect to its Loan, duly executed by the Borrower.

(i)Prior to the Amendment Effective Date, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

(j)On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

(k)The Administrative Agent shall have received such documents and certificates as it or its counsel may reasonably request relating to the organization, existence and, if applicable, good standing of each Obligor, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Obligors, the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

For purposes of determining compliance with the conditions specified in this Section 4, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.  The Administrative Agent shall promptly notify the parties hereto of the occurrence of the Amendment Effective Date.

Section 5.  Consent Options.

(a)As described in the Memorandum for Lenders dated March 25, 2013 posted to Lenders in connection with this Amendment (the “Memorandum”), Consenting Lenders may elect either (a) a cashless roll as described in the Memorandum (“Option A”) or (b) a cash roll as described in the Memorandum (the “Option B”).  Election of either Option A or Option B shall be made by each Consenting Lender by indicating its election on the signature page hereto (a copy of which is attached to

the Memorandum as Annex I).  Any Existing Lender executing a signature page hereto but not indicating its election on its signature page will be treated as a Non-Consenting Lender unless such Existing Lender otherwise indicates its election to the Arranger (as defined in the Memorandum) to the Arranger’s satisfaction.  By executing a signature page hereto, each Consenting Lender agrees to the procedures and terms set forth in the Memorandum.

(b)Each Consenting Lender electing Option B and each New Lender hereby irrevocably commits that it or its designee is an Eligible Assignee and that it shall make its New Loans or purchase and assume New Loans from Bank of America, N.A. (the “Assignor”) promptly after the prepayment of its Existing Loans, in an amount equal to the aggregate amount of the Existing Loans previously held by it (or such lesser amount determined by the Assignor), and shall promptly execute and deliver (or cause its designee to execute and deliver) one or more Assignment and Assumptions reflecting such purchase provided to it by the Assignor.

Section 6.  Non-Consenting Lenders.

Subject to payment of amounts due and owing to them in accordance herewith, effective as of the Amendment Effective Date, each Non-Consenting Lender shall cease to be, and shall cease to have any of the rights and obligations of, a “Lender” under the Credit Agreement (except for those provisions that provide for their survival (including without limitation those provisions referred to in Section 9.07 of the Credit Agreement), which provisions shall survive and remain in full force and effect for the benefit of the Non-Consenting Lenders).

Section 7.  Acknowledgement and Ratification.  Each of the Borrower Parties hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment.  The Borrower and each Borrower Party hereby confirms that at all times Obligations remain outstanding under the Loan Documents and each Loan Document, as amended hereby, to which it is a party or otherwise bound and all collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent provided in accordance with the Loan Documents, as amended hereby, the payment and performance of all Obligations, and confirms its grants to the Collateral Agent of a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations.  The Borrower and each Borrower Party hereby agrees and admits that as of the date hereof it has no defenses to or offsets against any of its obligations to the Administrative Agent or any Lender under the Loan Documents.  Each Obligor hereby ratifies and confirms its guaranty of the Guaranteed Obligations as set forth in Article 7 of the Credit Agreement, as amended hereby.

Section 8.  Miscellaneous.  Each Lender by its signature hereto instructs the Administrative Agent to execute this Amendment.  Except as herein provided, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first set forth above.

BORROWER:
Flying Fortress Inc.
By:	/s/ Pamela S. Hendry
Name:	Pamela S. Hendry
Title:	Senior Vice President & Treasurer
BORROWER PARTIES:
INTERNATIONAL LEASE FINANCE CORPORATION
By:	/s/ Pamela S. Hendry
Name:	Pamela S. Hendry
Title:	Senior Vice President & Treasurer
FLYING FORTRESS FINANCING INC.
By:	/s/ Pamela S. Hendry
Name:	Pamela S. Hendry
Title:	Senior Vice President & Treasurer
FLYING FORTRESS US LEASING INC.
By:	/s/ Pamela S. Hendry
Name:	Pamela S. Hendry
Title:	Senior Vice President & Treasurer
SIGNED AND DELIVERED AS A DEED FOR AND ON BEHALF OF FLYING FORTRESS IRELAND LEASING LIMITED BY ITS DULY AUTHORIZED ATTORNEY
/s/ Niall C. Sommerville
Niall C. Sommerville
Attorney
in the presence of
/s/ Sarah Caprani
Name:  Sarah Caprani
Address:  30 North Wall Quay Dublin
Occupation:  Practising Solicitor

ADMINISTRATIVE AGENT
Bank of America, N.A.
By:	/s/ Don B. Pinzon
Name:	Don B. Pinzon
Title:	Vice President
COLLATERAL AGENT
Bank of America, N.A.
By:	/s/ Don B. Pinzon
Name:	Don B. Pinzon
Title:	Vice President

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		0934600 B.C. UNLIMITED LIABILITY COMPANY
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  DECORUS ULC
	PLEASE CHECK:
$3,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Richard Taylor
		Name:		Richard Taylor
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

*  For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	PLEASE CHECK:
$4,500,000.00	o OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Sally-Anne Kenny
		Name:		Sally-Anne Kenny
		Title:		Authorised Signatory
	*By:	/s/ Thomas Bleahene
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		ACAS CLO 2007-1, Ltd By:  American Capital Leveraged Finance Management, LLC (f/k/a American Capital Asset Management, LLC) as Portfolio Manager
	PLEASE CHECK:
$2,000,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Juan Miguel Estelo
		Name:		Juan Miguel Estelo
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		ACAS CLO 2012-1, Ltd By:  American Capital Leveraged Finance Management, LLC (f/k/a American Capital Asset Management, LLC) it’s Collateral Manager
	PLEASE CHECK:
$2,000,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Juan Miguel Estelo
		Name:		Juan Miguel Estelo
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Advanced Series Trust - AST First Trust Balanced Target Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  First Trust Advisors L. P., its investment manager
	PLEASE CHECK:
$1,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Scott Fries
		Name:		Scott Fries
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Advanced Series Trust - AST First Trust Capital Appreciation Target Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  First Trust Advisors L. P., its investment manager
	PLEASE CHECK:
$1,000,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Scott Fries
		Name:		Scott Fries
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER: ADVANCED SERIES TRUST - AST J.P. MORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
$500,000	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		AGF Floating Rate Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Eaton Vance Management as Portfolio Manager
	PLEASE CHECK::
$500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		AIMCO CLO, SERIES 2005-A
	PLEASE CHECK:
$3,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Chris Goergen
		Name:		Chris Goergen
		Title:		Authorized Signatory
	*By:	/s/ Mark Cloghessy
		Name:		Mark Cloghessy
		Title:		Authorized Signatory

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.

Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		AIMCO CLO, SERIES 2006-A
	PLEASE CHECK:
$3,000,000.00
	x Option A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Chris Goergen
		Name:		Chris Goergen
		Title:		Authorized Signatory
	*By:	/s/ Mark Cloghessy
		Name:		Mark Cloghessy
		Title:		Authorized Signatory

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		ALLSTATE INSURANCE COMPANY
	PLEASE CHECK:
$10,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Chris Goergen
		Name:		Chris Goergen
		Title:		Authorized Signatory
	*By:	/s/ Mark Cloghessy
		Name:		Mark Cloghessy
		Title:		Authorized Signatory

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		ALLSTATE LIFE INSURANCE COMPANY
	PLEASE CHECK:
$3,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Chris Goergen
		Name:		Chris Goergen
		Title:		Authorized Signatory
	*By:	/s/ Mark Cloghessy
		Name:		Mark Cloghessy
		Title:		Authorized Signatory

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		AMMC CLO X, LIMITED
			By:  American Money Management Corp., as Collateral Manager
$2,000,000.00
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ David P. Meyer
		Name:		David P. Meyer
		Title:		Senior Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			ATLAS SENIOR LOAN FUND, LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		By:  Crescent Capital Group LP, its adviser
	PLEASE CHECK:
$3,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s/ Gil Tollinchi
		Name:		Gil Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Avalon IV Capital, Ltd.
			By:  Invesco Senior Secured Management, Inc. as Asset Manager
$1,039,590.56
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Aviva Life and Annuity Company
	PLEASE CHECK:
$1,500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Chris Langs
		Name:		Chris Langs
		Title:		VP
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Bank of America, N.A.
	PLEASE CHECK:
$4,942,261.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Jonathan M. Barnes
		Name:		Jonathan M. Barnes
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			BELL ATLANTIC MASTER TRUST
	LENDER:		By:	Crescent Capital Group LP, its sub-adviser
	PLEASE CHECK:
$220,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:			Meric Topbas
		Title:			Senior Vice President
	*By:	/s/ Gil Tollinchi
		Name:			Gil Tollinchi
		Title:			Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Blue Shield of California
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
$1,660,000.00
	By:	/s/ David Ardini
		Name:		David Ardini
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		CCIF Loans Limited By: Goldman Sachs Asset Management, L.P., its sub advisor
	PLEASE CHECK:
$3,725,000.00
	o OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Sally-Anne Kenny
		Name:		Sally-Anne Kenny
		Title:		Authorised S1gnatory
	*By:	/s/ Thomas Bleahene
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Cedar Funding Ltd.
			By: AEGON USA Investment Management, LLC
	PLEASE CHECK:
$2,000,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL
	By:	/s/ Lisa Baltagi
		Name:		LendAmend LLC
		Title:		Administrator
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		The City of New York Group Trust
			By Invesco Senior Secured Management, Inc. as Investment Manager
	PLEASE CHECK:
$3,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Cole Brook CBNA Loan Funding LLC
	PLEASE CHECK:
$1,000,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL
	By:	/s/ Adam Kaiser
		Name:		Adam Kaiser
		Title:		Attorney-In-Fact
	*By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER: CONSUMER PROGRAM ADMINISTRATORS INC.
	PLEASE CHECK:
$100,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
	*By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Crescent Senior Secured Floating Rate Loan Fund, LLC By: Crescent Capital Group LP, its advisor
	PLEASE CHECK:
$540,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s/ Gil Tollinchi
		Name:		Gil Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		Diversified Credit Portfolio Ltd.
			By: Invesco Senior Secured Management, Inc. as Investment Adviser
$3,084,807.77
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:		US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity)
			By:  Octagon Credit Investors, LLC as Portfolio Manager
$1,750,000.00
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden IX — Senior Fund 2005 p.l.c. By:  Prudential Investment Management Inc., as Collateral Manager
$425,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	*By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XI — Leveraged Loan CDO 2006 By:  Prudential Investment Management Inc., as Collateral Manager
$600,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XVI — Leveraged Loan CDO 2006 By:  Prudential Investment Management Inc., as Collateral Manager
$400,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XVIII Leveraged Loan 2007 Ltd. By:  Prudential Investment Management Inc., as Collateral Manager
$350,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XXI Leveraged Loan CDO LLC By:  Prudential Investment Management Inc., as Collateral Manager
$525,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XXII Senior Loan Fund By:  Prudential Investment Management Inc., as Collateral Manager
$2,100,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XXIII Senior Loan Fund By:  Prudential Investment Management, Inc., as Collateral Manager
$3,000,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it. Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	Dryden XXIV Senior Loan Fund By:  Prudential Investment Management, Inc., as Collateral Manager
$2,500,000.00
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,000,000.00	LENDER:
	Dryden XXV Senior Loan Fund By:  Prudential Investment Management, Inc., as Collateral Manager
	/s/ Brian Juliano
	Brian Juliano
	Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	oOPTION B (CASH ROLL
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	Duane Street CLO II, LTD. By: Napier Park Global Capital, LLC, As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	LENDER:
$1,975,000.00	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Roger Yee
		Name:	Roger Yee
		Title:	Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	Duane Street CLO III, LTD. By: Napier Park Global Capital, LLC, As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	LENDER:
$2,700,000.00	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Roger Yee
		Name:	Roger Yee
		Title:	Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	Duane Street CLO IV, LTD. By: Napier Park Global Capital, LLC, As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	LENDER:
$2,610,000.00	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Roger Yee
		Name:	Roger Yee
		Title:	Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance CDO IX Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Eaton Vance Management as Investment Advisor
$2,025,000.00	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance CDO VII PLC
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,950,000.00			By: Eaton Vance Management as Interim Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance CDO VIII, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,900,000.00			By: Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance CDO X PLC
Please set forth below the outstanding principal amount of Existing Loans held by the signingLender: $2,550,000.00			By: Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance Floating-Rate Income Trust
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $3,800,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance Institutional Senior Loan Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $18,875,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,300,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance Limited Duration Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $3,475,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance Senior Floating-Rate Trust
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $3,350,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance Senior Income Trust
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,700,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance Short Duration Diversified Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $600,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Eaton Vance VT Floating-Rate Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,750,000.00			By:  Eaton Vance Management as Investment Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER: Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
$35,000,000	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Joseph Zambello
		Name:	Joseph Zambello
		Title:	Deputy Treasurer
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER: Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
$2,000,000	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Joseph Zambello
		Name:	Joseph Zambello
		Title:	Deputy Treasurer
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER: Fidelity Floating Rate High Income Investment Trust, for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Investment Trust
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
$1,000,000	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Joseph Zambello
		Name:	Joseph Zambello
		Title:	Deputy Treasurer
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER: Fidelity Summer Street Trust: Fidelity Series Floating Rate High income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
$2,000,000	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Joseph Zambello
		Name:	Joseph Zambello
		Title:	Deputy Treasurer
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Fifth Third Bank
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$15,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Ben Brodsky
		Name:		Ben Brodsky
		Title:		Officer
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		First Trust Senior Floating Rate Income Fund II
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  First Trust Advisors L.P., its investment manager
	PLEASE CHECK:
$3,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	By:	/s/ Scott Fries
		Name:		Scott Fries
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

	Flagship CLO VI
	By:	Deutsche Investment Management Americas, Inc.
		As Collateral Manager
CONSENTING LENDERS
By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	By:	/s/ Antonio V. Versaci
		Antonio V. Versaci, Director
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$3,000,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL
	*By:		/s/ Thomas R. Bouchard
			Name:	Thomas R. Bouchard
			Title:	Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Franklin CLO V, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
$4,140,000.00
	By:	/s/ David Ardini
		Name:		David Ardini
		Title:		Franklin Advisers, Inc. As Collateral Manager Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
$3,550,000.00
	By:	/s/ Madeline Lam
		Name:		Madeline Lam
		Title:		Asst. Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
$11,920,000.00
	By:	/s/ Madeline Lam
		Name:		Madeline Lam
		Title:		Asst. Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Franklin Templeton Series II Funds - Franklin Floating Rate II Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
	x OPTION A (CASHLESS)
$730,000.00
	o OPTION B (CASH ROLL)
	By:	/s/ Madeline Lam
		Name:		Madeline Lam
		Title:		Asst. Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Future Fund Board of Guardians
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Oak Hill Advisors, L.P., as its Investment Advisor
	PLEASE CHECK:
$3,615,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Galaxy VIII CLO, LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  PineBridge Investments LLC Its Collateral Manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Steven Oh
		Name:		Steven Oh
		Title:		Managing Director
4,000,000
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Galaxy X CLO, LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  PineBridge Investments LLC Its Collateral Manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Steven Oh
		Name:		Steven Oh
		Title:		Managing Director
4,000,000
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Galaxy XI CLO, LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  PineBridge Investments LLC Its Collateral Manager
$4,000,000.00	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Steven Oh
		Name:		Steven Oh
		Title:		Managing Director
4,000,000
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		GANNETT PEAK CLO I, LTD.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  THL Credit Senior Loan Strategies LLC, as Manager
$3,000,000.00
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kathleen A. Zarn
		Name:		Kathleen A. Zarn
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	Gateway CLO Limited By: Prudential Investment Management, Inc., as Collateral Manager
$275,000.00	/s/ Brian Juliano
	Brian Juliano
	Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:
		Name:
		Title:
	By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY By:  Goldman Sachs Asset Manager, L.P., as Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$2,500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kadi Huang
		Name:		Kadi Huang
		Title:		VP
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Goldman Sachs Corporate Credit Investment Fund, LLC By: Goldman Sachs Asset Management, L.P., its investment manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$7,225,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Srivathsa Gopinath
		Name:		Srivathsa Gopinath
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Goldman Sachs Credit Strategies Fund By: Goldman Sachs Asset Management, solely in its capacity as Investment Manager, and not as Principal
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$4,050,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Srivathsa Gopinath
		Name:		Srivathsa Gopinath
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund by Goldman Sachs Asset Management, L.P. as investment advisor and not as Principal
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$4,850,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kadi Huang
		Name:		Kadi Huang
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Grayson & Co
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Boston Management and Research as Investment Advisor
	PLEASE CHECK:
$40,325,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		The Guardian Life Insurance Company of America
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$20,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ John Blaney
		Name:		John Blaney
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Hamlet II, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Octagon Credit Investors, LLC as Portfolio Manager
	PLEASE CHECK:
$4,750,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Harch CLO III, Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$1,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Joshua Pontoriero
		Name:		Joshua Pontoriero
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Health Net of California, Inc.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Golden Tree Asset Management, L.P.
	PLEASE CHECK:
$1,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Karen Weber
		Name:		Karen Weber
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		INTERNATIONALE KAPITALANLAGEGESELLSCHAFT mbH acting for account of HPK HY BONDS UND LOANS
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Represented by: Oak Hill Advisors, L.P. As Fund Manager
	PLEASE CHECK:
$2,500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		HRS Investment Holdings, LLC
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$3,000,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Steve Kaseta
		Name:		Steve Kaseta
		Title:		CIO

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		ILLINOIS STATE BOARD OF INVESTMENT By:  Crescent Capital Group LP, its sub-adviser
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$1,090,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vie President
	*By:	/s/ Gill Tollinchi
		Name:		Gill Tollinchi
		Title:		Manager Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Invesco Dynamic Credit Opportunities Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Invesco Senior Secured Management, Inc. as Sub-advisor
	PLEASE CHECK:
$2,884,138.57
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Invesco Floating Rate Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Invesco Senior Secured Management, Inc. as Sub-advisor
	PLEASE CHECK:
$2,889,823.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Invesco Senior Income Trust
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Invesco Senior Secured Management, Inc. as Sub-advisor
	PLEASE CHECK:
$3,194,682.59
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Invesco Senior Loan Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Invesco Senior Secured Management, Inc. as Sub-advisor
	PLEASE CHECK:
$3,963,028.48
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Invesco Zodiac Funds - Invesco US Senior Loan Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Invesco Management S.A. As Investment Manager
	PLEASE CHECK:
$4,223,716.67
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		JNL/Neuberger Berman Strategic Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$93,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
		PLEASE CHECK:
$2,000,000.00
JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust
By:  PPM America, Inc., as sub-adviser
By:	/s/ Chris Kappas
Chris Kappas
Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		John Hancock Fund II Floating Rate Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Western Asset Management Company as Investment Manager and Agent
	PLEASE CHECK:
$22,000,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Rachel de los Santos
		Name:		Rachel de los Santos
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER: J.P. MORGAN LEVERAGED LOANS MASTER FUND, LP
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$3,610,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William J Morgan
		Name:	William J Morgan
		Title:	Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER: JPMORGAN CHASE BANK N.A. AS TRUSTEE OF THE JPMORGAN CHASE RETIREMENT PLAN
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$165,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William J Morgan
		Name:	William J Morgan
		Title:	Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		JPMORGAN FLOATING RATE INCOME FUND
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$5,000,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William J Morgan
		Name:		William J Morgan
		Title:		Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:  JPMORGAN STRATEGIC INCOME OPPORTUNITIES FUND
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$29,335,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William J Morgan
		Name:	William J Morgan
		Title:	Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LANDMARK IX CDO LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Landmark Funds LLC, as Manager
	PLEASE CHECK:
$2,500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William Lowry
		Name:		William Lowry
		Title:		Designated Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LANDMARK VII CDO LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Landmark Funds LLC, as Manager
	PLEASE CHECK:
$2,500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William Lowry
		Name:		William Lowry
		Title:		Designated Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LANDMARK VIII CDO LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Landmark Funds LLC, as Manager
	PLEASE CHECK:
$2,500,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William Lowry
		Name:		William Lowry
		Title:		Designated Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LATITUDE CLO II, LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$500,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kirk Wallace
		Name:		Kirk Wallace
		Title:		Senior Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LATITUDE CLO III, LTD
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$500,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kirk Wallace
		Name:		Kirk Wallace
		Title:		Senior Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LCM V, Ltd. By: LCM Asset Management LLC        As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$375,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Alexander B. Kenna
		Name:		Alexander B. Kenna
		Title:		LCM Asset Management LLC
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LCM VI, Ltd. By: LCM Asset Management LLC        As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$375,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Alexander B. Kenna
		Name:		Alexander B. Kenna
		Title:		LCM Asset Management LLC
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LCM VIII Limited Partnership By: LCM Asset Management LLC        As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$250,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Alexander B. Kenna
		Name:		Alexander B. Kenna
		Title:		LCM Asset Management LLC
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LCM X Limited Partnership By: LCM Asset Management LLC        As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$4,000,000.00
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Alexander B. Kenna
		Name:		Alexander B. Kenna
		Title:		LCM Asset Management LLC
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LCM XI Limited Partnership By: LCM Asset Management LLC        As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$4,000,000.00
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Alexander B. Kenna
		Name:		Alexander B. Kenna
		Title:		LCM Asset Management LLC
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LCM XII Limited Partnership By: LCM Asset Management LLC        As Collateral Manager
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$4,000,000.00
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Alexander B. Kenna
		Name:		Alexander B. Kenna
		Title:		LCM Asset Management LLC
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LightPoint CLO V, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Neuberger Berman Fixed Income LLC as collateral manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LightPoint CLO VII, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Neuberger Berman Fixed Income LLC as collateral manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LightPoint CLO VIII, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Neuberger Berman Fixed Income LLC as collateral manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Limerock CLO I
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Invesco Senior Secured Management, Inc. as Investment Manager
	PLEASE CHECK:
$1,200,025.32
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		LMP Corporate Loan Fund, Inc.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Western Asset Management Company as Investment Manager and Agent
	PLEASE CHECK:
$715,000.00
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Rachel de los Santos
		Name:		Rachel de los Santos
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LOOMIS SAYLES BOND FUND a Series of Loomis Sayles Funds, I, As Lender
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
			By:		Loomis Sayles & Company, L.P.,
					Its Investment Advisor
$107,801,000.00			By:		Loomis Sayles & Company, Incorporated
					Its General Partner
	LENDER:
	PLEASE CHECK:
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Mary McCarthy
		Name:		Mary McCarthy
		Title:		Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LOOMIS SAYLES BOND FUND a Series of Loomis Sayles Funds, II, As Lender
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
			By:		Loomis Sayles & Company, L.P.,
					Its Investment Advisor
$1,270,000.00			By:		Loomis Sayles & Company, Incorporated
					Its General Partner
	LENDER:
	PLEASE CHECK:
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Mary McCarthy
		Name:		Mary McCarthy
		Title:		Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LOOMIS SAYLES INVESTMENT GRADE BOND FUND a Series of Loomis Sayles Funds, II, As Lender
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
			By:		Loomis Sayles & Company, L.P.,
					Its Investment Advisor
$55,685,000.00			By:		Loomis Sayles & Company, Incorporated
					Its General Partner
	LENDER:
	PLEASE CHECK:
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Mary McCarthy
		Name:		Mary McCarthy
		Title:		Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND a Series of Loomis Sayles Funds, I, As Lender
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
			By:		Loomis Sayles & Company, L.P.,
					Its Investment Advisor
$2,950,000.00			By:		Loomis Sayles & Company, Incorporated
					Its General Partner
	LENDER:
	PLEASE CHECK:
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Mary McCarthy
		Name:		Mary McCarthy
		Title:		Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		MAC CAPITAL, LTD. By:  TCW-WLA JV Venture LLC, its sub-adviser
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$2,730,000.00
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s/ Gill Tollinchi
		Name:		Gill Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Malibu CBNA Loan Funding LLC
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$3,000,000.00
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Adam Kaiser
		Name:		Adam Kaiser
		Title:		Attorney-in-Fact
	*By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.			MANAGERS BOND FUND, as Lender
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $11,440,000.00			By: Loomis, Sayles & Company, L.P., Sub-Advisor for Met Investors Advisory, LLC
	LENDER:
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Mary McCarthy
		Name:		Mary McCarthy
		Title:		Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Maryland State Retirement and Pension System
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $558,000.00			By:  Neuberger Berman Fixed Income LLC as collateral manager
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized Signature
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		MET Investors Series Trust -Met / Eaton Vance Floating Rate Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $3,275,000.00			By:  Eaton Vance Management as Investment Sub-Advisor
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		MOMENTUM CAPITAL FUND, LTD. By:  TCW-WLA JV Venture LLC, its sub-adviser
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,130,000.00
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s/ Gil Tollinchi
		Name:		Gil Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		MSIM Peconic Bay, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $939,979.17			By:  Invesco Senior Secured Management, Inc. as Collateral Manager
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		MT. WILSON CLO II, LTD.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $5,000,000.00			By:  Western Asset  Management Company as Investment Manager  and Agent
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Rachel de los Santos
		Name:		Rachel de los Santos
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Nautique Funding Ltd
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,000,000.00			By:  Invesco Senior Secured Management, Inc. as Collateral Manager
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		NB Global Floating Rate Income Fund Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $5,558,000.00
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized  Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Neuberger Berman - Floating Rate Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,941,000.00
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized  Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Neuberger Berman High Yield Bond Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $13,000,000.00
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized  Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Neuberger Berman Strategic Income Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,480,000.00
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized  Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Oak Hill Credit Partners V, Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,533,000.00			By:  Oak Hill Advisors, L.P., as Portfolio Manager
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glen  R.  August
		Name:		Glen  R.  August
		Title:		Authorized  Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Delaware Trust 2011
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,000,000.00			By:  Octagon Credit Investors, LLC as Portfolio Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Investment Partners IX, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,000,000.00			By:  Octagon Credit Investors, LLC as Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Investment Partners X, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,750,000.00			By:  Octagon Credit Investors, LLC as Collateral Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Investment Partners XI, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,000,000.00			By:  Octagon Credit Investors, LLC as Collateral Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Investment Partners XII, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $3,000,000.00			By:  Octagon Credit  Investors, LLC as Collateral Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Paul Credit Fund Series I, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $4,500,000.00			By:  Octagon Credit Investors, LLC as Portfolio Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Octagon Senior Secured Credit Master Fund Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $2,750,000.00			By:  Octagon Credit Investors, LLC as Investment Manager
	PLEASE CHECK:
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Lauren Basmadjian
		Name:		Lauren Basmadjian
		Title:		Portfolio Manager
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		OHA CREDIT PARTNERS VI, LTD.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $4,000,000.00			By:  Oak Hill Advisors, L.P. As its portfolio manager
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		OHA CREDIT PARTNERS VII, LTD.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Oak Hill Advisors, L.P., as Portfolio Manager
	PLEASE CHECK:
$3,000,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		OHA Finlandia Credit Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$7,097,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		OHA  Intrepid Leveraged Loan Fund Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Oak Hill Advisors, L.P., as its Portfolio Manager
	PLEASE CHECK:
$1,023,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		OHA Park Avenue CLO I, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Oak  Hill Advisors, L.P., as its Portfolio Manager
	PLEASE CHECK:
$1,725,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Oregon Public Employees Retirement Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Oak Hill Advisors, L.P., as Investment Manager
	PLEASE CHECK:
$8,507,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Glenn R. August
		Name:		Glenn R. August
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Pacific Life Funds - PL Floating Rate Loan Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Eaton Vance Management as Investment Sub-Advisor
	PLEASE CHECK:
$425,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		PACIFIC LIFE FUNDS - PL SHORT DURATION INCOME FUND
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management), in its capacity as Investment Advisor (z2)
$250,000.00
	PLEASE CHECK:
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Dale E. Hawley
		Name:		Dale Hawley
		Title:		Assistant Secretary
	*By:	/s/ James P. Leasure
		Name:		James P. Leasure
		Title:		Senior Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		PACIFIC LIFE INSURANCE COMPANY (For IMDBKLNS Account)
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$2,750,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Dale E. Hawley
		Name:		Dale Hawley
		Title:		Assistant Secretary
	*By:	/s/ James P. Leasure
		Name:		James P. Leasure
		Title:		Assistant Vice President

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Pacific Select Fund Floating Rate Loan Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Eaton Vance Management as Investment Sub-Advisor
$4,300,000.00	PLEASE CHECK:
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	PLEASE CHECK:
$1,000,000.00

PPM GRAYHAWK CLO, LTD
By: PPM America, Inc., as Collateral Manager
By:	/s/ Chris Kappas
Chris Kappas
Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
 SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:		Pramerica Loan Opportunities Limited By: Pramerica Investment Management, a trading name of Prudential Investment Management, Inc., as Investment Manager
$250,000.00
		/s/ Brian Juliano
		Brian Juliano Vice President
		PLEASE CHECK:
		x OPTION A (CASHLESS)
		o OPTION B (CASH ROLL)
		By:
			Name:
			Title:
		*By:	N/A
			Name:
			Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:		Prudential Investment Portfolios, Inc. 14 - Prudential Floating Rate Income fund By: Prudential Investment Management, Inc., as Investment Advisor
$325,000.00
		/s/ Brian Juliano
		Brian Juliano Vice President
		PLEASE CHECK:
		x OPTION A (CASHLESS)
		o OPTION B (CASH ROLL)
		By:
			Name:
			Title:
		*By:	N/A
			Name:
			Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Quantas Superannuation Plan
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Sankaty Advisors, LLC as Investment Manager
	PLEASE CHECK:
$2,608,696.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Andrew S. Viens
		Name:		Andrew S. Viens
		Title:		Sr. Vice President of Operations
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Race Point VI CLO, Ltd
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By:  Sankaty Advisors LLC, as Asset Manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Andrew Viens
		Name:		Andrew Viens
		Title:		Sr. Vice President of Operations
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	Regatta Funding LTD. By: Napier Park Global Capital, LLC, attorney-in-fact
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER:
	PLEASE CHECK:
$1,880,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Roger Yee
		Name:	Roger Yee
		Title:	Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:	LENDER: REMUDA CAPITAL MANAGEMENT, LTD.
	PLEASE CHECK:
$185,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ William J Morgan
		Name:	William J Morgan
		Title:	Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		RGA Reinsurance company By:  Crescent Capital Group LP, its sub-advisor
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$950,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s/ Gil Tollinchi
		Name:		Gil Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		RS Floating Rate Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$12,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ John Blaney
		Name:		John Blaney
		Title:		Senior Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Sankaty Senior Loan Fund, L.P.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$2,608,695.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Andrew S. Viens
		Name:		Andrew S. Viens
		Title:		Sr. Vice President of Operations
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Saturn CLO, Ltd.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: PineBridge Investments LLC Its Collateral Manager
	PLEASE CHECK:
$4,000,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Steven Oh
		Name:		Steven Oh
		Title:		Managing Director
4,000,000
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Senior Debt Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Boston Management and Research as Investment Advisor
	PLEASE CHECK:
$17,400,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Michael B. Botthof
		Name:		Michael Botthof
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $1,050,000.00	Specialized Investment Management SICAV — SIF Corporate Loan Master Fund By:  Zaisgroup International LLP, as Investment Advisor By:  Pramerica Investment Management Limited, as Portfolio Advisor By:  Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.) as Sub-Advisor
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:
		Name:
		Title:
	*By:	N/A
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Stellar Performer Global Series W - Global Credit
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$2,450,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:  Wellington Management Company, LLP as its Investment Adviser
	By:	/s/ Steven M. Hoffman
		Name:		Steven M. Hoffman
		Title:		Vice President and Counsel

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Stichting Bedrijfstakpensioenfonds voor het Schilders-, Afwekings- en Glaszetbedrijf
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$580,000.00
	o OPTION A (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Colin Donlan
		Name:		Colin Donlan
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

This consent is made by the following Lender, acting through the undersigned investment advisor:

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		T. Rowe Price Floating Rate Fund, Inc.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$125,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

This consent is made by the following Lender, acting through the undersigned investment advisor:

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		T. Rowe Price Floating Rate Multi-Sector Account Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$325,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

This consent is made by the following Lender, acting through the undersigned investment advisor:

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		T. Rowe Price Institutional Floating Rate Fund
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$4,350,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		TCW SENIOR SECURED LOAN FUND , LP By: Crescent Capital Group LP, its sub-adviser
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$920,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s Gil Tollinchi
		Name:		Gil Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Torus Insurance Holdings Limited by Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$1,150,000.00
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kadi Huang
		Name:		Kadi Huang
		Title:		VP
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		UMC Benefit Board, Inc.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$1,460,000
	x OPTION A (CASHLESS)
	o OPTION B (CASH ROLL)
	By:  Wellington Management Company, LLP as its Investment Adviser
	By:	/s/ Steven M. Hoffman
		Name:		Steven M. Hoffman
		Title:		Vice President and Counsel

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Venture IX CDO, Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: its investment advisor, MJX Asset Management LLC
	PLEASE CHECK:
$500,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kenneth Ostmann
		Name:		Kenneth Ostmann
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Venture V CDO Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: its investment advisor, MJX Asset Management, LLC
	PLEASE CHECK:
$500,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kenneth Ostmann
		Name:		Kenneth Ostmann
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Venture VI CDO Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: its investment advisor, MJX Asset Management, LLC
	PLEASE CHECK:
$500,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kenneth Ostmann
		Name:		Kenneth Ostmann
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Venture VII CDO Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: its investment advisor, MJX Asset Management, LLC
	PLEASE CHECK:
$1,250,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kenneth Ostmann
		Name:		Kenneth Ostmann
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Venture VIII CDO, Limited
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: its investment advisor, MJX Asset Management, LLC
	PLEASE CHECK:
$1,250,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Kenneth Ostmann
		Name:		Kenneth Ostmann
		Title:		Vice President
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $700,000.00		Virginia College Savings Plan By:  Prudential Investment Management, Inc., as Investor Advisor
	/s/ Brian Juliano
	Brian Juliano Vice President
	PLEASE CHECK:
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:
			Name:
			Title:
	By:		N/A
			Name:
			Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Wasatch CLO Ltd
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Invesco Senior Secured Management, Inc. as Portfolio Manager
	PLEASE CHECK:
$1,580,207.87
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Robert Drobny
		Name:		Robert Drobny
		Title:		Authorized Individual
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:  Wellington Trust Company, National Association Multiple Common Trust Funds Trust- Opportunistic Fixed Income Allocation Portfolio
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$1,580,000
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	Wellington Management Company, LLP, as its
		Investment Adviser
	*By:	/s/ Steven M. Hoffman
		Name:	Steven M. Hoffman
		Title:	Vice President and Counsel

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		WellPoint, Inc.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:			By: Sankaty Advisors, LLC as Investment Manager
	PLEASE CHECK:
$1,304,348.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Andrew Viens
		Name:		Andrew Viens
		Title:		Document Control Team
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:  Wells Fargo Principal Lending, LLC
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$15,000,000
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Scott P. Quigley
		Name:	Scott P. Quigley
		Title:	Managing Director
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		WEST BEND MUTUAL INSURANCE COMPANY By: Crescent Capital Group LP, its sub-adviser
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender:
	PLEASE CHECK:
$510,000.00
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	By:	/s/ Meric Topbas
		Name:		Meric Topbas
		Title:		Senior Vice President
	*By:	/s/ Gil Tollinchi
		Name:		Gil Tollinchi
		Title:		Managing Director

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:		Western Asset Floating Rate High Income Fund, LLC
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $13,000,000.00			By: Western Asset Management Company as Investment Manager and Agent
	PLEASE CHECK:
	o OPTION A  (CASHLESS)
	x OPTION B (CASH ROLL)
	By:	/s/ Rachel de los Santos
		Name:		Rachel de los Santos
		Title:		Authorized Signatory
	*By:
		Name:
		Title:

NOTE:  EACH LEGAL ENTITY MUST SUBMIT A SEPARATE
SIGNATURE PAGE

* For Lenders requiring a second signature line.

CONSENTING LENDERS

By its signature hereto, each Lender is electing to consent by Option A or Option B for the entire principal amount of Loans held by it.	LENDER:  WhiteHorse Capital Partners, L.P.
Please set forth below the outstanding principal amount of Existing Loans held by the signing Lender: $3,000,000
	PLEASE CHECK:
	x OPTION A  (CASHLESS)
	o OPTION B (CASH ROLL)
	WhiteHorse III Ltd
	By:  WhiteHorse Capital Partners, L.P. Title:  Collateral Manager
		By:  WhiteRock Asset Advisors, LLC Title:  General Partner
	By:	/s/ Ethan M. Underwood
	Name:	Ethan M. Underwood, CFA
	Title:	Portfolio Manager

NEW LENDER BANK OF AMERICA, N.A.
By:	/s/ Garrett Carpenter
	Name:	Garrett Carpenter
	Title:	Managing Director

Schedule 3.14

SCHEDULE 3.14

TRANSACTION PARTY INFORMATION

Name of Transaction Party	Chief Executive Office	Jurisdiction of Incorporation	Entity Type	Employer or Taxpayer Identification Number
INTERNATIONAL LEASE FINANCE CORPORATION	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	22-3059110
FLYING FORTRESS FINANCING INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	45-4482409
FLYING FORTRESS INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	C 3285904
FLYING FORTRESS US LEASING INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	C 3285903
FLYING FORTRESS IRELAND LEASING LIMITED	30 North Wall Quay, Dublin 1, Ireland	Ireland	Private Limited Liability Company	483084

Schedule 3.17(a)

SCHEDULE 3.17(a)

PS POOL AIRCRAFT

	Airframe Manufacturer and Model	Airframe MSN	Engine Manufacturer andEngine Model	Country of Registration
1.	Airbus A319-100	938	CFM International, CFM56-5B5/P	France
2.	Airbus A319-100	1733	CFM International, CFM56-5B5/P	France
3.	Airbus A320-200	579	CFM International, CFM56-5A3	Ukraine
4.	Airbus A320-200	585	CFM International, CFM56-5B4/2P	Switzerland
5.	Airbus A320-200	645	CFM International, CFM56-5A3	Ukraine
6.	Airbus A320-200	661	IAE, V2527-A5	Turkey
7.	Airbus A320-200	760	IAE, V2527-A5	Ukraine
8.	Airbus A320-200	782	CFM International, CFM56-5B1/2P	Switzerland
9.	Airbus A320-200	795	CFM International, CFM56-5A3	Portugal
10.	Airbus A321-100	987	CFM International, CFM56-5B1/2P	Switzerland
11.	Airbus A321-200	666	CFM International, CFM56-5B3/P	Egypt
12.	Airbus A321-200	668	IAE, V2533-A5	Ireland
13.	Airbus A330-200	250	Rolls Royce, Trent 772B-60	Canada
14.	Airbus A330-300	111	Rolls Royce, Trent 772-60	Canada
15.	Airbus A330-300	132	Rolls Royce, Trent 772-60	Canada
16.	Airbus A330-300	177	Rolls Royce, Trent 772-60	Canada
17.	Airbus A340-300	168	CFM International, CFM56-5C4	Finland
18.	Airbus A340-300	174	CFM International, CFM56-5C4	Finland
19.	Airbus A340-300	214	CFM International, CFM56-5C4	United Kingdom
20.	Airbus A340-300	395	CFM International, CFM56-5C4	France
21.	Airbus A340-300	399	CFM International, CFM56-5C4	France
22.	Airbus A340-600	436	Rolls Royce, Trent 556-61	China
23.	Boeing 737-700	30635	CFM International, CFM56-7B24	United States
24.	Boeing 747-400	27603	General Electric, CF6-80C2-B1F	Iceland
25.	Boeing 747-400ERF	32866	General Electric, CF6-80C2-B5F	France
26.	Boeing 757-200	27623	Pratt & Whitney, PW2040	Finland
27.	Boeing 757-200	28167	Pratt & Whitney, PW2040	Finland
28.	Boeing 757-200	28170	Pratt & Whitney, PW2040	Finland
29.	Boeing 757-200	29377	Pratt & Whitney, PW2040	Bermuda
30.	Boeing 757-200	29379	Rolls Royce, RB211-535E4	United Kingdom
31.	Boeing 757-200	30394	Rolls Royce, RB211-535E4	United Kingdom
32.	Boeing 757-200	28165	Pratt & Whitney, PW2037	United States
33.	Boeing 757-200	28168	Pratt & Whitney, PW2037	United States
34.	Boeing 757-200	28169	Pratt & Whitney, PW2037	United States
35.	Boeing 757-200	28171	Rolls Royce, RB211-535E4	United Kingdom

	Airframe Manufacturer and Model	Airframe MSN	Engine Manufacturer andEngine Model	Country of Registration
36.	Boeing 757-200	28834	Rolls Royce, RB211-535E4	United Kingdom
37.	Boeing 757-200	28835	Rolls Royce, RB211-535E4	United Kingdom
38.	Boeing 757-200	28836	Rolls Royce, RB211-535E4	United Kingdom
39.	Boeing 757-200	29380	Pratt & Whitney, PW2037M	Bermuda
40.	Boeing 757-200	29442	Pratt & Whitney, PW2037M	Bermuda
41.	Boeing 757-200	29443	Pratt & Whitney, PW2037, PW2037M	Bermuda
42.	Boeing 767-300ER	26261	Pratt & Whitney, PW4062	Chile
43.	Boeing 767-300ER	26329	General Electric, CF6-80C2-B7F	Chile
44.	Boeing 767-300ER	27600	Pratt & Whitney, PW4060	Israel
45.	Boeing 767-300ER	27613	General Electric, CF6-80C2-B7F	Chile
46.	Boeing 767-300ER	27615	General Electric, CF6-80C2-B7F	Chile
47.	Boeing 767-300ER	28098	General Electric, CF6-80C2-B6F	Bermuda
48.	Boeing 767-300ER	28206	General Electric, CF6-80C2-B6F	Chile
49.	Boeing 767-300ER	28884	General Electric, CF6-80C2-B6F	Ethiopia
50.	Boeing 767-300ER	29383	General Electric, CF6-80C2-B6F	Ireland
51.	Boeing 777-200ER	27609	General Electric, GE90-90B	France
52.	Boeing 777-200ER	28675	General Electric, GE90-90B	France
53.	Boeing 777-200ER	28681	Pratt & Whitney, PW4090	South Korea
54.	Boeing 777-200ER	28682	General Electric, GE90-94B	France

Schedule 3.17(b)

SCHEDULE 3.17(b)

LEASES

***

B747-400 aircraft bearing MSN 27603

Aircraft Lease Agreement dated as of March 25, 2009, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of August 10, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

***

A340-300 aircraft bearing MSN 399

Aircraft Lease Agreement dated as of October 7, 1999, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 8, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

A319-100 aircraft bearing MSN 938

Aircraft Lease Agreement dated as of January 20, 1998, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 13, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

A319-100 aircraft bearing MSN 1733

Aircraft Lease Agreement dated as of June 14, 2001, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 13, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

B777-200ER aircraft bearing MSN 27609

Aircraft Lease Agreement dated as of May 28, 1998, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 8, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

B777-200ER aircraft bearing MSN 28675

Aircraft Lease Agreement dated as of May 28, 1998, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 8, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

B777-200ER aircraft bearing MSN 28682

Aircraft Lease Agreement dated as of October 7, 1999, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 8, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

B747-400ERF aircraft bearing MSN 32866

Aircraft Lease Agreement dated as of September 17, 2001, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of October 6, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

***

A340-300 aircraft bearing MSN 395

Aircraft Lease Agreement dated as of January 10, 2002, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of June 30, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 34A-395 Inc., as Assignee and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

***

A330-300 aircraft bearing MSN 111

Aircraft Lease Agreement dated as of May 6, 1999, between International Finance Lease Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of May 17, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

A330-300 aircraft bearing MSN 132

Aircraft Lease Agreement dated as of June 15, 2010, between Aircraft 33A-132, Inc., as Lessor and ***, as Lessee.

A330-300 aircraft bearing MSN 177

Aircraft Lease Agreement dated as of May 6, 2009, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of May 17, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

A330-200 aircraft bearing MSN 250

Aircraft Lease Agreement dated as of December 10, 1997, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of May 17, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

***

A321-200 aircraft bearing MSN 666

Aircraft Lease Agreement dated as of October 4, 2011, between ILFC Aircraft 32A-666 Limited, as Lessor and ***, as Lessee.

***

B757-200 aircraft bearing MSN 29377

Aircraft Lease Agreement dated as of February 19, 2010, between Aircraft B757 29377 Inc., as Lessor and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

Aircraft Intermediate Lease Agreement dated as of June 3, 2010, between Aircraft B757 29377 Inc., as Intermediate Lessee and Flying Fortress Bermuda Leasing Limited, as Intermediate Lessor.

Aircraft Headlease Agreement dated as of June 3, 2010, between Flying Fortress Bermuda Leasing Limited, as Headlessee and Aircraft B757 29377 Inc., as Headlessor.

***

B777-200ER aircraft bearing MSN 28681

Aircraft Lease Agreement dated as of July 11, 1997, between ILFC Ireland Limited, as Lessor and ***, as Lessee.

Lease Assignment dated as of November 2, 2010, among ILFC Ireland Limited, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

***

A340-600 aircraft bearing MSN 436

Aircraft Lease Agreement dated as of September 28, 2007, between ILFC Ireland Limited, as Lessor and ***, as Lessee.

Lease Assignment dated September 1, 2010, among ILFC Ireland Limited, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee, and ***, as Lessee.

***

B757-200 aircraft bearing MSN 28165

Aircraft Lease Agreement dated as of October 24, 2006, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment and Amendment No.1 dated as of May 3, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust Company, not in its individual capacity but solely as owner trustee, as Assignee and ***, as Lessee.

B757-200 aircraft bearing MSN 28168

Aircraft Lease Agreement dated as of October 24, 2006, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment and Amendment No.1 dated as of August 27, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

Company, not in its individual capacity but solely as owner trustee, as Assignee and ***, as Lessee.

B757-200 aircraft bearing MSN 28169

Aircraft Lease Agreement dated as of October 24, 2006, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment and Amendment No.1 dated as of September 9, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust Company, not in its individual capacity but solely as owner trustee, as Assignee and ***, as Lessee.

***

B767-300ER aircraft bearing MSN 27600

Aircraft Lease Agreement dated as of May 31, 2010, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of January 31, 2011, among International Lease Finance Corporation, as Assignor, Aircraft 76B-27600 Inc., as Assignee and ***, as Lessee.

***

B767-300ER aircraft bearing MSN 28884

Aircraft Lease Agreement dated as of March 15, 2012, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor, and ***, as Lessee.

***

A340-300 aircraft bearing MSN 168

Aircraft Lease Agreement dated as of July 28, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and ***, as Lessee.

A340-300 aircraft bearing MSN 174

Aircraft Lease Agreement dated as of July 28, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

B757-200 aircraft bearing MSN 27623

Aircraft Lease Agreement dated as of July 12, 1996, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment, Assumption and Amendment Agreement dated as of February 26, 2004, among ***, as Assignor, ***, as Assignee, and International Lease Finance Corporation, as Lessor.

Lease Assignment dated as of June 11, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

B757-200 aircraft bearing MSN 28167

Aircraft Lease Agreement dated as of July 12, 1996, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment, Assumption and Amendment Agreement dated as of February 26, 2004, among ***, as Assignor, ***, as Assignee, and International Lease Finance Corporation, as Lessor.

Lease Assignment dated as of June 11, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

B757-200 aircraft bearing MSN 28170

Aircraft Lease Agreement dated as of July 12, 1996, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment, Assumption and Amendment Agreement dated as of February 26, 2004, among ***, as Assignor, ***, as Assignee, and International Lease Finance Corporation, as Lessor.

Lease Assignment dated as of June 11, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

***

A321-231 aircraft bearing MSN 668

Aircraft Lease Agreement dated as of October 7, 2011, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

***

B767-300ER aircraft bearing MSN 26261

Aircraft Lease Agreement dated as of October 13, 2004, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of October 20, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 76B-26261 Inc., as Assignee and ***, as Lessee.

B767-300ER aircraft bearing MSN 26329

Aircraft Lease Agreement dated as of March 18, 2003, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of October 20, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 76B-26329 Inc., as Assignee and ***, as Lessee.

B767-300ER aircraft bearing MSN 27613

Aircraft Lease Agreement dated as of March 18, 2003, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of October 20, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 76B-27613 Inc., as Assignee and ***, as Lessee.

B767-300ER aircraft bearing MSN 27615

Amended and Restated Aircraft Lease Agreement dated as of October 15, 2004, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of October 20, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 76B-27615 Inc., as Assignee and ***, as Lessee.

B767-300ER aircraft bearing MSN 28206

Aircraft Lease Agreement dated as of February 19, 2004, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of October 20, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 76B-28206 Inc., as Assignee and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

***

B767-300ER aircraft bearing MSN 28098

Aircraft Lease Agreement dated as of March 8, 2011, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee, as Lessor and ***, as Lessee.

Aircraft Intermediate Lease Agreement dated as of May 2, 2011, between Flying Fortress Bermuda Leasing Ltd., as Lessor and Wilmington Trust Company, not in its individual capacity but solely as owner trustee, as Lessee.

Aircraft Headlease Agreement dated as of May 2, 2011, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee, as Lessor and Flying Fortress Bermuda Leasing Ltd., as Lessee.

B757-200 aircraft bearing MSN 29380

Aircraft Lease Agreement dated as of March 17, 2009, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of May 11, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

Aircraft Intermediate Lease Agreement dated as of May 11, 2010, between Flying Fortress Bermuda Leasing Ltd., as Lessor and Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessee.

Aircraft Headlease Agreement dated as of May 11, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and Flying Fortress Bermuda Leasing Ltd., as Lessee.

B757-200 aircraft bearing MSN 29442

Aircraft Lease Agreement dated as of September 17, 2008, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of May 11, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

Aircraft Intermediate Lease Agreement dated as of May 11, 2010, between Flying Fortress Bermuda Leasing Ltd., as Lessor and Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessee.

Aircraft Headlease Agreement dated as of May 11, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and Flying Fortress Bermuda Leasing Ltd., as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

B757-200 aircraft bearing MSN 29443

Aircraft Lease Agreement dated as of September 17, 2008, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Lease Assignment dated as of May 11, 2010, among International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Assignee and ***, as Lessee.

Aircraft Intermediate Lease Agreement dated as of May 11, 2010, between Flying Fortress Bermuda Leasing Ltd., as Lessor and Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessee.

Aircraft Headlease Agreement dated as of May 11, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and Flying Fortress Bermuda Leasing Ltd., as Lessee.

***

A32-200 aircraft bearing MSN 661

Aircraft Lease Agreement dated January 26, 2012, between ILFC Aircraft 32A-661 Limited, as Lessor and ***, as Lessee.

***

A320-200 aircraft bearing MSN 795

Aircraft Lease Agreement dated as of January 22, 2004, between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

Lease Assignment dated as of July 6, 2010, between International Lease Finance Corporation, as Assignor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee and ***, as Lessee.

***

B737-700 aircraft bearing MSN 30635

Aircraft Lease Agreement dated as of October 11, 2011, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee, as Lessor, and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

***

A320-200 aircraft bearing MSN 585

Lease Agreement HB-IJJ dated as of March 31, 2002, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Assignment, Assumption and Amendment Agreement dated as of December 21, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 32A-585 Inc., as Assignee and ***, as Lessee.

A320-200 aircraft bearing MSN 782

Lease Agreement HB-IJS dated as of March 31, 2002, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Assignment, Assumption and Amendment Agreement dated as of December 21, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 32A-782 Inc., as Assignee and ***, as Lessee.

A321-100 aircraft bearing MSN 987

Lease Agreement HB-IOK dated as of March 31, 2002, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Assignment, Assumption and Amendment Agreement dated as of December 21, 2010, among International Lease Finance Corporation, as Assignor, Aircraft 32A-987 Inc., as Assignee and ***, as Lessee.

***

B757-200 aircraft bearing MSN 28171

Aircraft Lease Agreement dated as of March 21, 1997, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Novation and Amendment Agreement dated as of March 28, 2008, among International Lease Finance Corporation, as Lessor, ***, as Existing Lessee and ***, as New Lessee.

Amendment and Novation Agreement dated October 21, 2010, among International Lease Finance Corporation, as Existing Lessor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as New Lessor and ***, as Lessee.

B757-200 aircraft bearing MSN 28835

Aircraft Lease Agreement dated as of March 15, 1998, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

Novation and Amendment Agreement dated as of March 28, 2008, among International Lease Finance Corporation, as Lessor, ***, as Existing Lessee and ***, as New Lessee.

Amendment and Novation Agreement dated October 21, 2010, among International Lease Finance Corporation, as Existing Lessor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as New Lessor and ***, as Lessee.

***

B757-200 aircraft bearing MSN 28834

Aircraft Lease Agreement dated December 4, 1997, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Amendment and Novation Agreement dated January 14, 2011, among International Lease Finance Corporation, as Existing Lessor, Aircraft 75B-28834 Inc., as New Lessor and ***, as Lessee.

B757-200 aircraft bearing MSN 28836

Aircraft Lease Agreement dated April 27, 1998, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Amendment and Novation Agreement dated January 14, 2011, among International Lease Finance Corporation, as Existing Lessor, Aircraft 75B-28836 Inc., as New Lessor and ***, as Lessee.

***

B767-300ER aircraft bearing MSN 29383

Aircraft Lease Agreement dated as of November 16, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and ***, as Lessee.

***

B757-200 aircraft bearing MSN 29379

Aircraft Lease Agreement dated as of April 29, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

B757-200 aircraft bearing MSN 30394

Aircraft Lease Agreement dated as of April 29, 2010, between Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as Lessor and ***, as Lessee.

***

A340-300 aircraft bearing MSN 214

Aircraft Lease Agreement dated as of May 13, 1997, between International Lease Finance Corporation, as Lessor and ***, as Lessee.

Amendment and Novation Agreement dated August 23, 2011 among International Lease Finance Corporation, as Existing Lessor, Wilmington Trust SP Services (Dublin) Limited, acting not in its individual capacity but solely as trustee, as New Lessor and ***, as Lessee

***

A320-200 aircraft bearing MSN 579

Aircraft Lease Agreement dated as of November 19, 2012, between Aircraft 32A-579 Inc., as Lessor and ***, as Lessee.

A320-200 aircraft bearing MSN 645

Aircraft Lease Agreement dated as of November 19, 2012, between Aircraft 32A-645 Inc., as Lessor and ***, as Lessee.

A320-200 aircraft bearing MSN 760

Aircraft Lease Agreement dated as of November 19, 2012, between Aircraft 32A-760 Inc., as Lessor and ***, as Lessee.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

Schedule 9.19

SCHEDULE 9.19

NON-COLLATERAL ASSETS

In addition to the Subsidiaries listed below, the term “Non-Collateral Subsidiary” shall include any other entity which is a Subsidiary as at February 23, 2012 and which does not directly or indirectly Own or lease (nor Own any Subsidiary that directly or indirectly Owns or leases) any of the Aircraft set forth in Schedule 3.17(a) as of such date; the term “Non-Collateral Aircraft” shall include any Aircraft owned by any such Non-Collateral Subsidiary and not listed in Schedule 3.17(a) as of such date; the term “Non-Collateral Lease” shall include any lease agreement in respect of any such Non-Collateral Aircraft; in each case until any of the same shall become, as applicable, a Transaction Party (including by way of Owning or leasing, or Owning or leasing a Subsidiary that Owns or leases, a Pool Aircraft), a Pool Aircraft or a Lease in accordance with the terms of the Credit Agreement; and the term “Non-Collateral Assets” shall in all cases be construed in accordance with the foregoing.

AIRCRAFT OWNING NON-COLLATERAL SUBSIDIARIES

No.	Non-Collateral Subsidiary	Jurisdiction of formation/ incorporation	Aircraft owned (airframe, MSN)
1.	Aircraft 11M-48437 (Delaware) Trust	Delaware	Boeing MD-11, MSN 48437
2.	Aircraft 11M-48518 (Delaware) Trust	Delaware	Boeing MD-11, MSN 48518
3.	Aircraft 11M-48519 (Delaware) Trust	Delaware	Boeing MD-11, MSN 48519
4.	Aircraft 11M-48555 (Ireland) Trust	Ireland	MD-11, MSN 48555
5.	Aircraft 11M-48563 (Ireland) Trust	Ireland	MD-11, MSN 48563
6.	Aircraft 11M-48632 (Delaware) Trust	Delaware	Boeing MD-11, MSN 48632
7.	Aircraft 11M-48633 (Delaware) Trust	Delaware	Boeing MD-11, MSN 48633
8.	Aircraft 30A-677 (Ireland) Trust	Ireland	Airbus 300-600F, MSN 677
9.	Aircraft 30A-743 (Ireland) Trust	Ireland	Airbus 300-600F, MSN 743
10.	Aircraft 32A-642 (Ireland) Trust	Ireland	Airbus 321-100, MSN 642
11.	Aircraft 32A-775 Inc.	California	Airbus A321-200, MSN 775
12.	Aircraft 32A-827 (Ireland) Trust	Ireland	Airbus 321-200, MSN 827
13.	Aircraft 32A-891 (Ireland) Trust	Ireland	Airbus 321-200, MSN 891
14.	Aircraft 34A-152 Inc.	California	Airbus 340-300, MSN 152
15.	Aircraft 34A-48 Inc.	California	Airbus 340-300, MSN 48
16.	Aircraft 34A-88 (Ireland) Trust	Ireland	Airbus 340-300, MSN 88
17.	Aircraft 34A-93 Inc.	California	Airbus 340-300, MSN 93
18.	Aircraft 73B-28259 (Ireland) Trust	Ireland	Boeing 737-600, MSN 28259

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

No.	Non-Collateral Subsidiary	Jurisdiction of formation/ incorporation	Aircraft owned (airframe, MSN)
19.	Aircraft 73B-28260 (Ireland) Trust	Ireland	Boeing 737-600, MSN 28260
20.	Aircraft 73B-28261 (Ireland) Trust	Ireland	Boeing 737-600, MSN 28261
21.	Aircraft 73B-29348 (Ireland) Trust	Ireland	Boeing 737-600, MSN 29348
22.	Aircraft 73B-29349 (Ireland) Trust	Ireland	Boeing 737-600, MSN 29349
23.	Aircraft 73B-29353 (Ireland) Trust	Ireland	Boeing 737-600, MSN 29353
24.	Aircraft 74B-24957 (Ireland) Trust	Ireland	Boeing 747-400, MSN 24957
25.	Aircraft 75B-28164 (Ireland) Trust	Ireland	Boeing 757-200, MSN 28164
26.	Aircraft 75B-28174 (Delaware) Trust	Delaware	Boeing 757-200, MSN 28174
27.	Aircraft 75B-28203 (Ireland) Trust	Ireland	Boeing 757-200, MSN 28203
28.	Aircraft 75B-29381 (Delaware) Trust	Delaware	Boeing 757-200, MSN 29381
29.	Aircraft 75B-30043 (Delaware) Trust	Delaware	Boeing 757-200, MSN 30043
30.	Aircraft 76B-24257 (Delaware) Trust	Delaware	Boeing 767-300ER, MSN 24257
31.	Aircraft 76B-24258 (Delaware) Trust	Delaware	Boeing 767-300ER, MSN 24258
32.	Aircraft 76B-24259 (Delaware) Trust	Delaware	Boeing 767-300ER, MSN 24259
33.	Aircraft 76B-25531 (Delaware) Trust	Delaware	Boeing 767-300ER, MSN 25531
34.	Aircraft 76B-26327 Inc.	California	Boeing 767-300ER, MSN 26327
35.	Aircraft 76B-26328 (Ireland) Trust	Ireland	Boeing 767-300ER, MSN 26328
36.	Aircraft 76B-27597 Inc.	California	Boeing 767-300ER, MSN 27597
37.	Aircraft 76B-27957 (Ireland) Trust	Ireland	Boeing 767-300ER, MSN 27957
38.	ILFC Aircraft 33A-432 Limited	Ireland	Airbus A330-200, MSN 432
39.	ILFC Aircraft 76B-25137 Limited	Ireland	Boeing 767-300ER, MSN 25137
40.	ILFC Aircraft 76B-27619 Limited	Ireland	Boeing 767-300ER, MSN 27619
41.	ILFC Aircraft 76B-27958 Limited	Ireland	Boeing 767-300ER, MSN 27958
42.	ILFC Aircraft 77B-29908 Limited	Ireland	Boeing 777-200ER, MSN 29908
43.	Aircraft 27625 (Delaware) Trust	Delaware	Boeing 757-200, MSN 27625
44.	Aircraft 28162 (Delaware) Trust	Delaware	Boeing 757-200, MSN 28162
45.	Aircraft 28163 (Delaware) Trust	Delaware	Boeing 757-200, MSN 28163
46.	Aircraft A330 72 Inc.	California	Airbus A330-300, MSN 72
47.	Aircraft A330 98 Inc.	California	Airbus A330-300, MSN 98
48.	Aircraft A330 143 Inc.	California	Airbus A330-300, MSN 143

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

No.	Non-Collateral Subsidiary	Jurisdiction of formation/ incorporation	Aircraft owned (airframe, MSN)
49.	Aircraft 32A-726 Inc.	California	Airbus A320-200, MSN 726

NON-AIRCRAFT OWNING NON-COLLATERAL SUBSIDIARIES

No.	Non-Collateral Subsidiary	Jurisdiction of formation/ incorporation
50.	Aircraft 32A-556 Inc.	California
51.	Aircraft 33A-95 Inc.	California
52.	Aircraft 34A-114 (Ireland) Trust	Ireland
53.	Aircraft 34A-114 Inc.	California
54.	Aircraft 34A-164 (Ireland) Trust	Ireland
55.	Aircraft 34A-164 Inc.	California
56.	Aircraft 34A-214 Inc.	California
57.	Aircraft 34A-216 Inc.	California
58.	Aircraft 73B-30635 Inc.	California
59.	Aircraft 74B-24958 (Ireland) Trust	Ireland
60.	Aircraft 74B-24958 Inc.	California
61.	Aircraft 74B-26255 (Ireland) Trust	Ireland
62.	Aircraft 74B-26255 Inc.	California
63.	Aircraft 74B-26326 (Ireland) Trust	Ireland
64.	Aircraft 74B-26326 Inc.	California
65.	Aircraft 74B-27595 Inc.	California
66.	Aircraft 74B-27602 Inc.	California
67.	Aircraft 74B-28194 (Ireland) Trust	Ireland
68.	Aircraft 74B-28194 Inc.	California
69.	Aircraft 74B-29375 Inc.	California
70.	Aircraft 75B-26276 Inc.	California
71.	Aircraft 75B-27622 (Ireland) Trust	Ireland
72.	Aircraft 75B-28833 Inc.	California
73.	Aircraft 76B-27611 Inc.	California
74.	Aircraft 77B-29908 Inc.	California
75.	Flying Fortress Aruba Leasing A.V.V.	Aruba
76.	ILFC Aircraft 32A-556 Limited	Ireland
77.	ILFC Aircraft 32A-775 Limited	Ireland
78.	ILFC Aircraft 33A-70 Limited	Ireland
79.	ILFC Aircraft 75B-29381 Limited	Ireland
80.	Aircraft 75B-27599 (Ireland) Trust	Ireland

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions

EX-10.3

Exhibit 10.3

CLIFFORD CHANCE US LLP

EXECUTION VERSION

BANK OF SCOTLAND PLC
as Security Trustee and Agent

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 HERETO
as Lead Managers

WHITNEY LEASING LIMITED
as Borrower

AIRCRAFT SPC-12, INC.
as Borrower Parent

INTERNATIONAL LEASE FINANCE CORPORATION
as Guarantor and Subordinated Lender

DEED OF AMENDMENT
relating to
AIRCRAFT FACILITY AGREEMENT
Dated 18 May 2004

TABLE OF CONTENTS

		Page
Section 1.	Interpretation	2
Section 2.	Amendment	2
Section 3.	Transaction Document/Confirmations	3
Section 4.	Counterparts	3
Section 5.	Benefit of Agreement	3
Section 6.	Governing Law and Jurisdiction	3
Schedule 1	The Lead Managers
Schedule 2	Amendment Effective Date Notice

THIS DEED OF AMENDMENT (this “Deed”) is made by way of deed on  8 May  2013.

BETWEEN:

(1)BANK OF SCOTLAND PLC, a banking institution established under the laws of Scotland acting for the purposes of this Agreement through its offices at Level 6, 33 Old Broad Street, London EC2N 1HZ, England as security trustee for and on behalf of itself, the Lenders, the Lead Managers and the Agent (in such capacity the “Security Trustee”);

(2)BANK OF SCOTLAND PLC, a banking institution established under the laws of Scotland acting for the purposes of this Agreement through its offices at Level 6, 33 Old Broad Street, London EC2N 1HZ, England as agent  for and on behalf of itself and the Lenders (in such capacity the “Agent”);

(3)THE FINANCIAL INSTITUTIONS LISTED IN PART A OF SCHEDULE 1 HERETO, in their capacity as lead managers for the Lenders (the “Lead Managers”);

(4)WHITNEY LEASING LIMITED, a company incorporated under the laws of Bermuda and having its registered office at The Chartis Building, 29 Richmond Road, Pembroke HM 08, Bermuda (the “Borrower”);

(5)AIRCRAFT SPC-12, INC., a company incorporated under the laws of the State of California and having its principal place of business at c/o International Lease Finance Corporation, 10250 Constellation Boulevard, 34th Floor, Los Angeles, CA 90067, United States of America (the “Borrower Parent”);

(6)INTERNATIONAL LEASE FINANCE CORPORATION, a corporation incorporated under the laws of the State of California and having its principal place of business at 10250 Constellation Boulevard, 34th Floor, Los Angeles, CA 90067, United States of America, as guarantor under the Aircraft Facility Agreement (in such capacity, the “Guarantor”); and

(7)INTERNATIONAL LEASE FINANCE CORPORATION, a corporation incorporated under the laws of the State of California and having its principal place of business at 10250 Constellation Boulevard, 34th Floor, Los Angeles, CA 90067, United States of America, as subordinated lender under the Aircraft Facility Agreement (in such capacity, the “Subordinated Lender”).

WHEREAS:

The parties hereto have previously entered into the Aircraft Facility Agreement as defined below and have agreed to enter into this Deed for the purposes of amending certain terms thereof relating to the Guarantor.

NOW THEREFORE THIS DEED WITNESSES as follows:

1

Section 1.Interpretation.

1.1Capitalised words and expressions used in this Deed but not expressly defined therein shall have the respective meanings ascribed thereto in the Aircraft Facility Agreement.

In this Deed:

“Aircraft Facility Agreement” means the aircraft facility agreement dated 18 May 2004 entered into between the Agent, the Lenders, the Lead Managers, the Security Trustee, the Borrower, the Borrower Parent, the Subordinated Lender and the Guarantor in respect of the financing of certain Airbus aircraft, as amended and supplemented from time to time.

“Amendment Effective Date” means the date determined in accordance with Clause 2.1 (Amendment Effective Date).

“Amendment Effective Date Notice” means a notice substantially in the form of Schedule 2 (Amendment Effective Date Notice).

1.2Any reference in this Deed to:

a “Clause” or “Schedule” shall, subject to any contrary indication, be construed as a reference to a clause or schedule hereof;

“dollar” and “$” means the lawful currency of the United States of America;

the “Agent”, the “Security Trustee” or any “Lender” shall be construed so as to include tits respective successors and assigns and transferees in accordance with their respective interests.

1.3Save where the contrary is indicated, any reference in this Deed to this Deed or any other agreement or document shall be construed as a reference to this Deed or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with the provisions hereof and thereof.

1.4Clause, Part and Schedule headings are for ease of reference only.

1.5A statute shall be construed as a reference to such statute as the same may have been, or may from time to time be amended or re-enacted.

Section 2.Amendments.

2.1The Amendment Effective Date shall be the date upon which the Guarantor, the Agent and Security Trustee issue the Amendment Effective Date Notice to the other Parties.

2.2On and with effect from the Amendment Effective Date, each of the parties hereto agrees that Clause 2.9 of Schedule 6 (Guarantor Covenants) of the Aircraft Facility Agreement

2

and the definition of Consolidated Tangible Net Worth in Clause 1 of Schedule 6 (Guarantor Covenants) of the Aircraft Facility Agreement are hereby deleted in their entirety.

2.3On and with effect from the Amendment Effective Date, each of the parties hereto agrees that, notwithstanding any rise in the ratings of the long term debt obligations of the Guarantor, a First Trigger Event and a Second Trigger Event shall nevertheless be deemed to remain in effect until the entire principal amount of the outstanding Advances and all other Secured Obligations then due and payable have been paid in full.

Section 3.Transaction Document/Confirmations.

3.1Each of the parties hereto agrees that this Deed shall be a Transaction Document (as such term is defined in the Aircraft Facility Agreement) for the purposes of the Aircraft Facility Agreement.

3.2Each of the parties hereto agrees and acknowledges that the provisions of the Aircraft Facility Agreement and the other Transaction Documents (in each case as amended by this Deed) shall continue in force and effect, notwithstanding the amendments contemplated hereby.

3.3The Guarantor hereby agrees and acknowledges that, notwithstanding the amendments contemplated hereby, its guarantee obligations under the Aircraft Facility Agreement remain in full force and effect and extend to include the obligations under this Deed.

Section 4.Counterparts.  This Deed may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

Section 5.Benefit of Agreement.  This Deed shall enure for the benefit of each party hereto and their respective successors and assigns and transferees permitted in accordance with the relevant Transaction Documents but subject to the same restrictions as to assignments and transfers.

Section 6.Governing Law and Jurisdiction.  The provisions of Clause 23 of the Aircraft Facility Agreement shall apply to this Deed and are incorporated herein by reference mutatis mutandis as if references therein to “this Agreement” or “any other Transaction Document” were to this Deed.

3

IN WITNESS WHEREOF this Deed has been duly executed as a deed and is, and is intended to be, delivered by the parties the day and year first above written.

EXECUTION PAGES
THE AGENT AND SECURITY TRUSTEE
EXECUTED AS A DEED BY		)	/s/ Clare Gardner
BANK OF SCOTLAND PLC		)
in the presence of:
/s/ Laura Sinclair
Signature of Witness
Name:	Laura Sinclair

THE LEAD MANAGERS
EXECUTED AS A DEED BY		)	/s/ Mike Gear
BANK OF SCOTLAND PLC		)
(as British Lead Manager)
in the presence of:
/s/ Carl Irvine
Signature of Witness
Name:	Carl Irvine
EXECUTED AS A DEED BY		)	/s/ Mike Gear
BANK OF SCOTLAND PLC		)
(as French Lead Manager)
in the presence of:
/s/ Carl Irvine
Signature of Witness
Name:	Carl Irvine
EXECUTED AS A DEED BY		)	/s/ Mike Gear
BANK OF SCOTLAND PLC		)
(as German Lead Manager)
in the presence of:
/s/ Carl Irvine
Signature of Witness
Name:	Carl Irvine

THE BORROWER
THE COMMON SEAL of	)	/s/ Patrick Ross
WHITNEY LEASING LIMITED	)
was hereunto affixed	)	/s/ Pamela S. Hendry
in the presence of:	)
/s/ Natasha Messer	Director
Natasha Messer	Director/Secretary
International Lease Finance Corporation
10250 Constellation Blvd Suite 3400
Los Angeles, CA 90067

THE BORROWER PARENT
EXECUTED AS A DEED by		)	/s/ Patrick Ross
AIRCRAFT SPC-12, INC.		)	Patrick Ross
			Vice President
in the presence of:
/s/ Natasha Messer
Signature of Witness
Name:	Natasha Messer
International Lease Finance Corporation
10250 Constellation Blvd Suite 3400
Los Angeles, CA 90067

THE SUBORDINATED LENDER
EXECUTED AS A DEED by		)
INTERNATIONAL LEASE		)	/s/ Patrick Ross
FINANCE CORPORATION		)	Patrick Ross
			Vice President
in the presence of:
/s/ Natasha Messer
Signature of Witness
Name:	Natasha Messer
International Lease Finance Corporation
10250 Constellation Blvd Suite 3400
Los Angeles, CA 90067

THE GUARANTOR
EXECUTED AS A DEED by		)
INTERNATIONAL LEASE		)	/s/ Patrick Ross
FINANCE CORPORATION		)	Patrick Ross
			Vice President
in the presence of:
/s/ Natasha Messer
Signature of Witness
Name:	Natasha Messer
International Lease Finance Corporation
10250 Constellation Blvd Suite 3400
Los Angeles, CA 90067

SCHEDULE 1

THE LEAD MANAGERS

Bank of Scotland plc (British Lead Manager)

Bank of Scotland plc (French Lead Manager)

Bank of Scotland plc (German Lead Manager)

SCHEDULE 2

AMENDMENT EFFECTIVE DATE NOTICE

To:THE LEAD MANAGERS, BORROWER, BORROWER PARENT, GUARANTOR AND SUBORDINATED LENDER

From:BANK OF SCOTLAND PLC, as Agent and Security Trustee, and INTERNATIONAL LEASE FINANCE CORPORATION, as Guarantor

Date:      8 May 2013

Ladies and Gentlemen,

Re:          deed of amendment dated the date hereof, between each of the addressees of this Notice and Bank of Scotland PLC, as Agent and Security Trustee, relating to that certain aircraft facility agreement dated 18 May 2004 (the “Deed of Amendment”)

We refer to the Deed of Amendment and notify you that the Amendment Effective Date (as defined in the Deed of Amendment) is the date hereof.

This notice and any non contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully,

BANK OF SCOTLAND PLC, AS AGENT AND SECURITY TRUSTEE
By:	/s/ Clare Gardner
Name:	Clare Gardner
Title:	Manager
INTERNATIONAL LEASE FINANCE CORPORATION, AS GUARANTOR
By:	/s/ Patrick Ross
Name:	Patrick Ross
Title:	Vice President

EX-12

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EXHIBIT 12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS FOR THE THREE MONTHS ENDED MARCH 31, 2013 and 2012
(Dollars in thousands)

	March 31, 2013			March 31, 2012
	(Unaudited)
Earnings:
Net Income	$	49,616		$	99,009
Add:
Provision for income taxes		15,177			53,204
Fixed charges		390,718			395,501
Less:
Capitalized interest		(5,375	)		(3,390	)
Earnings as adjusted (A)	$	450,136		$	544,324
Fixed charges and preferred stock dividends:
Preferred dividend requirements	$	109		$	102
Ratio of income before provision for income taxes to net income		131	%		154	%
Preferred dividend factor on pretax basis		143			157
Fixed Charges:
Interest expense		384,128			390,820
Capitalized interest		5,375			3,390
Interest factors of rents		1,215			1,291
Fixed charges as adjusted (B)		390,718			395,501
Fixed charges and preferred stock dividends (C)	$	390,861		$	395,658
Ratio of earnings to fixed charges ((A) divided by (B))		1.15x			1.38x
Ratio of earnings to fixed charges and preferred stock dividends ((A) divided by (C))		1.15x			1.38x

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EXHIBIT 12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS FOR THE THREE MONTHS ENDED MARCH 31, 2013 and 2012 (Dollars in thousands)

EX-31.1

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EXHIBIT 31.1

CERTIFICATIONS

I, Henri Courpron, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of International Lease Finance Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        a.     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b.     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c.     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d.     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2013

/s/ HENRI COURPRON
HENRI COURPRON
Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATIONS

EX-31.2

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EXHIBIT 31.2

CERTIFICATIONS

I, Elias Habayeb, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of International Lease Finance Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2013

/s/ ELIAS HABAYEB
ELIAS HABAYEB
Senior Vice President and Chief Financial Officer

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EXHIBIT 31.2

CERTIFICATIONS

EX-32.1

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EXHIBIT 32.1

WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350

        Each of the undersigned, HENRI COURPRON, the CHIEF EXECUTIVE OFFICER, and ELIAS HABAYEB, the SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER of INTERNATIONAL LEASE FINANCE CORPORATION (the "Company"), pursuant to 18 U.S.C. §1350, hereby certifies that:

(i)

the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the "Report") fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and



(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 9, 2013	/s/ HENRI COURPRON HENRI COURPRON
Dated: May 9, 2013	/s/ ELIAS HABAYEB ELIAS HABAYEB

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EXHIBIT 32.1

WRITTEN STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350

XML

Basis of Preparation (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
After-tax income	$ 49,616	$ 99,009
[InternalRevenueServiceIRSAuditInterestAmountsReversalMember]
After-tax income	$ 8,300

XML

Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits
Security deposits paid by lessees	$ 1,145,008	$ 1,115,213
Deferred overhaul rentals	811,482	754,175
Rents received in advance and Straight-line rents	454,699	453,837
Other customer deposits	203,490	201,756
Total	$ 2,614,679	$ 2,524,981

XML

Debt Financings (Details) (USD $)																			0 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 [SeniorDebtObligationsMember]	Dec. 31, 2012 [SeniorDebtObligationsMember]	Mar. 31, 2013 [SecuredDebtMember] item	Dec. 31, 2012 [SecuredDebtMember]	Mar. 31, 2013 [SecuredDebtMember] [SeniorNotesMember] item	Dec. 31, 2012 [SecuredDebtMember] [SeniorNotesMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgencyAndExportImportBankFinancingMember] item	Dec. 31, 2012 [SecuredDebtMember] [ExportCreditAgencyAndExportImportBankFinancingMember]	Mar. 31, 2013 [SecuredDebtMember] [BankDebtMember] item	Dec. 31, 2012 [SecuredDebtMember] [BankDebtMember]	Mar. 31, 2013 [SecuredDebtMember] [BankDebtMember] [VariableInterestEntityPrimaryBeneficiaryAggregatedDisclosureMember]	Dec. 31, 2012 [SecuredDebtMember] [BankDebtMember] [VariableInterestEntityPrimaryBeneficiaryAggregatedDisclosureMember]	Mar. 31, 2013 [SecuredDebtMember] [OtherSecuredFinancingsMember] item	Dec. 31, 2012 [SecuredDebtMember] [OtherSecuredFinancingsMember]	Mar. 31, 2013 [SecuredDebtMember] [AeroTurbineRevolvingCreditFacilityMember] [SubsidiaryIssuerMember]	Mar. 31, 2013 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member]	Apr. 05, 2013 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [SubsequentEventMember] item	Dec. 31, 2011 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [SubsidiaryIssuerMember]	Mar. 31, 2013 [SecuredDebtMember] [SecuredTermLoan2012Maturing12April2016Member]	Apr. 12, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing12April2016Member] [SubsidiaryIssuerMember]	Mar. 31, 2013 [UnsecuredDebtMember]	Dec. 31, 2012 [UnsecuredDebtMember]	Mar. 31, 2013 [UnsecuredDebtMember] [BondsAndMediumTermNotesMember]	Dec. 31, 2012 [UnsecuredDebtMember] [BondsAndMediumTermNotesMember]
Debt financings and information regarding the collateral provided for secured debt
Debt outstanding, before discount					$ 9,233,856,000		$ 3,900,000,000	$ 3,900,000,000	$ 2,055,211,000	$ 2,193,229,000	$ 1,828,645,000	$ 1,961,143,000			$ 1,450,000,000	$ 1,450,000,000		$ 900,000,000			$ 550,000,000				$ 13,949,454,000	$ 13,890,747,000
Less: Deferred debt discount					(14,143,000)	(15,125,000)																	(34,799,000)	(37,207,000)
Secured debt financing, net of deferred debt discount	9,219,713,000	9,489,247,000			9,219,713,000	9,489,247,000
Unsecured debt financing, net of deferred debt discount	13,914,655,000	13,853,540,000																					13,914,655,000	13,853,540,000
Debt financing, net of deferred debt discount	24,134,368,000	24,342,787,000	23,134,368,000	23,342,787,000															900,000,000
Subordinated debt	1,000,000,000	1,000,000,000
Non-recourse to ILFC													186,700,000	270,500,000
Net Book Value of Collateral					17,312,787,000		6,399,839,000		5,605,452,000		2,683,979,000				2,623,517,000					1,660,000,000		1,000,000,000
Collateral provided, number of aircraft					445		174		121		61				89				8
Amount outstanding under the facility																	269,900,000
Prepayment of debt																			$ 150,000,000

XML

Commitments and Contingencies (Details) ([AircraftPurchaseCommitmentMember], USD $) In Millions, unless otherwise specified	Mar. 31, 2013 item
[AircraftPurchaseCommitmentArrangementWithBoeingAirbusAndPrattAndWhitneyMember]
Commitments and contingencies
Number of aircraft committed to purchase	243
Number of aircraft committed to purchase through sale-leaseback transactions	18
Number of used aircraft committed to purchase	4
Number of new spare engines committed to purchase	9
Aggregate estimated total remaining payments or purchase commitments	$ 17,800.0
[AircraftPurchaseCommitmentOtherFlightEquipmentPurchaseAgreementsMember] | [AeroTurbineIncMember]
Commitments and contingencies
Number of used aircraft committed to purchase	3
Number of new spare engines committed to purchase	8
Aggregate estimated total remaining payments or purchase commitments	$ 46.6

XML

Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 item	Mar. 31, 2012 item
Impairment charges and fair value adjustments on flight equipment sold or to be disposed of
Aircraft impaired or adjusted	10	2
Impairment Charges and Fair Value Adjustments	$ 26,496	$ 7,344
[HeldForSaleAircraftSoldOrLikelyToBeSoldMember]
Impairment charges and fair value adjustments on flight equipment sold or to be disposed of
Aircraft impaired or adjusted	2	2
Impairment Charges and Fair Value Adjustments	9,500	5,200
[AircraftDesignatedForPartOutMember]
Impairment charges and fair value adjustments on flight equipment sold or to be disposed of
Aircraft impaired or adjusted	8
Impairment Charges and Fair Value Adjustments	$ 17,000	$ 2,100
Engines impaired or adjusted	1	3

XML

Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits (Tables)

3 Months Ended

Mar. 31, 2013

Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

Schedule of security deposits, deferred overhaul rentals and other customer deposits

	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Security deposits paid by lessees	$	1,145,008	$	1,115,213
Deferred overhaul rentals		811,482		754,175
Rents received in advance and Straight-line rents		454,699		453,837
Other customer deposits		203,490		201,756
Total	$	2,614,679	$	2,524,981

XML

Variable Interest Entities (Details) ([AgreementToManageAircraftForServicingFeeMember])	3 Months Ended
	Mar. 31, 2013 item
[VariableInterestEntityNotPrimaryBeneficiaryAggregatedDisclosureMember]
Variable interest entities
Number of entities in which the entity has variable interests	1
Number of aircraft sold to each entity	18
[VariableInterestEntityPrimaryBeneficiaryAggregatedDisclosureMember]
Variable interest entities
Number of entities in which the entity has variable interests	2

XML

Accumulated Other Comprehensive (Loss) Income

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive (Loss) Income

Accumulated Other Comprehensive (Loss) Income

Q. Accumulated Other Comprehensive (Loss) Income

        The following table presents other comprehensive income reclassification adjustments:

	Three Months Ended March 31, 2013
	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2012	$	(12,931	)	$	440		$	(12,491	)
Other comprehensive (loss) income before reclassifications		3,223			284			3,507
Amounts reclassified from AOCI		298			—			298
Income tax effect		(1,243	)		(100	)		(1,343	)
Net increase in other comprehensive (loss) income		2,278			184			2,462
Balance at March 31, 2013	$	(10,653	)	$	624		$	(10,029	)

	Three Months Ended March 31, 2012
	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2011	$	(19,763	)	$	127		$	(19,636	)
Other comprehensive (loss) income before reclassifications		(866	)		(8	)		(874	)
Amounts reclassified from AOCI		305			—			305
Income tax effect		302			2			304
Net (decrease) increase in other comprehensive (loss) income		(259	)		(6	)		(265	)
Balance at March 31, 2012	$	(20,022	)	$	121		$	(19,901	)

        The following table presents the classification and amount of reclassifications from AOCI to the Condensed Consolidated Statement of Income:

	Three months ended March 31, 2013			Condensed, Consolidated Statement of Income Classification
	(Dollars in thousands)
Cash flow hedges
Interest rate swap agreements	$	(16	)	Other expenses
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)	Other expenses
		(298	)
Available-for-sale securities
Realized gains and losses on available-for-sale securities		—		Selling, general and administrative
		—
Total reclassifications	$	(298	)

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Debt Financings (Details 3) (USD $)	3 Months Ended		3 Months Ended			3 Months Ended	1 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended	1 Months Ended		0 Months Ended	3 Months Ended	1 Months Ended		1 Months Ended	3 Months Ended			3 Months Ended		1 Months Ended			0 Months Ended	1 Months Ended			1 Months Ended		1 Months Ended		0 Months Ended	1 Months Ended		0 Months Ended
	Mar. 31, 2013 item	Dec. 31, 2012	Mar. 31, 2013 [SecuredDebtMember]	Mar. 31, 2013 [SecuredDebtMember] [AeroTurbineRevolvingCreditFacilityMember] [SubsidiaryIssuerMember]	Feb. 23, 2012 [SecuredDebtMember] [AeroTurbineRevolvingCreditFacilityMember] [SubsidiaryIssuerMember]	Mar. 31, 2013 [SecuredDebtMember] [AeroTurbineRevolvingCreditFacilityMember] [DebtInstrumentVariableRateLIBORMember] [SubsidiaryIssuerMember]	May 31, 2009 [SecuredDebtMember] [AircraftFinancingRelatedPartyMay2009Member] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [AircraftFinancingRelatedPartyMay2009Member] [DebtInstrumentVariableRateLIBORMember] [NonRestrictedSubsidiaryMember]	Jan. 16, 2013 [SecuredDebtMember] [AircraftFinancingMay2009FromThirdPartiesMember]	Mar. 31, 2013 [SecuredDebtMember] [AircraftFinancingMay2009FromThirdPartiesMember]	May 31, 2009 [SecuredDebtMember] [AircraftFinancingMay2009FromThirdPartiesMember] [NonRestrictedSubsidiaryMember]	May 31, 2009 [SecuredDebtMember] [AircraftFinancingMay2009FromThirdPartiesMember] [DebtInstrumentVariableRateLIBORMember] [NonRestrictedSubsidiaryMember]	Mar. 20, 2013 [SecuredDebtMember] [AircraftFinancingJune2009Member]	Mar. 31, 2013 [SecuredDebtMember] [AircraftFinancingJune2009Member]	Jun. 30, 2009 [SecuredDebtMember] [AircraftFinancingJune2009Member] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [AircraftFinancingJune2009Member] [NonRestrictedSubsidiaryMember] item	Mar. 31, 2012 [SecuredDebtMember] [TermLoanFacilityMarch2012Member] [NonRestrictedSubsidiaryMember] item	Mar. 31, 2013 [SecuredDebtMember] [TermLoanFacilityMarch2012Member] [NonRestrictedSubsidiaryMember]	Mar. 29, 2013 [SecuredDebtMember] [TermLoanFacilityMarch2012Member] [NonRestrictedSubsidiaryMember]	Mar. 30, 2012 [SecuredDebtMember] [TermLoanFacilityMarch2012Member] [NonRestrictedSubsidiaryMember] item	Mar. 31, 2013 [SecuredDebtMember] [TermLoanFacilityMarch2012Member] [DebtInstrumentPrepaymentPeriodPriorTo30March2014Member] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [TermLoanFacilityMarch2012Member] [DebtInstrumentPrepaymentPeriodBetween30March2014And30March2015Member] [NonRestrictedSubsidiaryMember]	Apr. 30, 2012 [SecuredDebtMember] [SecuredTermLoan2010Maturing17March2016Member] [NonRestrictedSubsidiaryMember]	Apr. 30, 2012 [SecuredDebtMember] [SecuredTermLoan2010Maturing17March2016Member] [DebtInstrumentVariableRateLIBORMember] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [SecuredSeniorTermLoan2012Member] [SubsidiaryIssuerMember] [MaximumMember]	Apr. 05, 2013 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [SubsequentEventMember]	Feb. 29, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [SubsidiaryIssuerMember] item	Feb. 23, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [SubsidiaryIssuerMember] item	Dec. 31, 2011 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [SubsidiaryIssuerMember]	Feb. 29, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateLIBORMember] [SubsidiaryIssuerMember]	Feb. 23, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateLIBORMember] [SubsidiaryIssuerMember]	Feb. 29, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateBaseRateMember] [SubsidiaryIssuerMember]	Feb. 23, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateBaseRateMember] [SubsidiaryIssuerMember]	Apr. 12, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing12April2016Member] [SubsidiaryIssuerMember] item	Apr. 30, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing12April2016Member] [DebtInstrumentVariableRateLIBORMember] [SubsidiaryIssuerMember]	Apr. 12, 2012 [SecuredDebtMember] [SecuredTermLoan2012Maturing12April2016Member] [DebtInstrumentVariableRateLIBORMember] [SubsidiaryIssuerMember]	Apr. 05, 2013 [SecuredDebtMember] [AmendedSecuredTermLoan2012Maturing30June2017Member] [SubsequentEventMember] item	Apr. 05, 2013 [SecuredDebtMember] [AmendedSecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentPrepaymentPeriodPriorTo05October2013Member] [SubsequentEventMember]	Apr. 05, 2013 [SecuredDebtMember] [AmendedSecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateLIBORMember] [SubsequentEventMember]	Apr. 05, 2013 [SecuredDebtMember] [AmendedSecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateBaseRateMember] [SubsequentEventMember]
Debt financings
Maximum borrowing capacity					$ 430,000,000														$ 203,000,000	$ 203,000,000
Additional increase in borrowing capacity on the line of credit available at the entity's option				70,000,000
Variable rate basis						LIBOR		LIBOR				LIBOR												LIBOR						LIBOR		Base Rate			LIBOR				LIBOR	Base Rate
Margin added to variable rate basis (as a percent)						3.00%																		5.00%							4.00%		3.00%			3.75%			2.75%	1.75%
Amount outstanding under the facility				269,900,000
Subordinated financing provided to subsidiary							39,000,000
Number of subsidiaries entered into loan agreement																				1								1						1
Issuance of debt											106,000,000				55,400,000												900,000,000							550,000,000
Loan outstanding	24,134,368,000	24,342,787,000																								900,000,000											750,000,000
Net book value of aircraft			17,312,787,000																										1,660,000,000					1,000,000,000
Aircraft owned by subsidiary																1
Amortization period															5 years
Loan due for payment in 2014															27,500,000
Fixed interest rate (as a percent)															6.58%
Number of aircraft designated as collateral	2																										62							35			54
Loan-to-value ratio (as a percent)																												54.00%						55.00%			55.00%
Interest rate floor (as a percent)																															1.00%					1.00%			0.75%
Average interest rate (as a percent)																		4.733%
Prepayment penalty percentage																					2.00%	1.00%																1.00%
Required loan-to-value ratio (as a percent)																									63.00%
Number of Boeing 737-800s aircraft to be financed																	7
Principal amortization period																		6 years
Write off of unamortized deferred financing costs			2,500,000						1,700,000				800,000
Prepayment of debt										$ 106,000,000				$ 55,400,000									$ 550,000,000			$ 150,000,000

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Restricted Cash (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 item	Dec. 31, 2012
Restricted cash
Restricted cash	$ 391,963	$ 695,388
Number of aircraft purchased through financing arrangement	2
[SecuredDebtMember] | [ExportImportBankFinancingMember]
Restricted cash
Restricted cash		$ 287,000
Number of aircraft purchased through financing arrangement	2

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Accumulated Other Comprehensive (Loss) Income (Tables)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive (Loss) Income

Schedule of other comprehensive income reclassification adjustments

	Three Months Ended March 31, 2013
	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2012	$	(12,931	)	$	440		$	(12,491	)
Other comprehensive (loss) income before reclassifications		3,223			284			3,507
Amounts reclassified from AOCI		298			—			298
Income tax effect		(1,243	)		(100	)		(1,343	)
Net increase in other comprehensive (loss) income		2,278			184			2,462
Balance at March 31, 2013	$	(10,653	)	$	624		$	(10,029	)

	Three Months Ended March 31, 2012
	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2011	$	(19,763	)	$	127		$	(19,636	)
Other comprehensive (loss) income before reclassifications		(866	)		(8	)		(874	)
Amounts reclassified from AOCI		305			—			305
Income tax effect		302			2			304
Net (decrease) increase in other comprehensive (loss) income		(259	)		(6	)		(265	)
Balance at March 31, 2012	$	(20,022	)	$	121		$	(19,901	)

Schedule of classification and amount of reclassifications from AOCI to the Condensed Consolidated Statement of Income

	Three months ended March 31, 2013			Condensed, Consolidated Statement of Income Classification
	(Dollars in thousands)
Cash flow hedges
Interest rate swap agreements	$	(16	)	Other expenses
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)	Other expenses
		(298	)
Available-for-sale securities
Realized gains and losses on available-for-sale securities		—		Selling, general and administrative
		—
Total reclassifications	$	(298	)

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Debt Financings (Details 5) (USD $) In Millions, unless otherwise specified	1 Months Ended			3 Months Ended			1 Months Ended	3 Months Ended	1 Months Ended			0 Months Ended		3 Months Ended
	Dec. 31, 2005 [SubordinatedDebtMember] item	Dec. 31, 2005 [SubordinatedDebtTrancheTwoMember] item	Dec. 31, 2005 [SubordinatedDebtTrancheTwoMember] [DebtInstrumentCallOptionPeriodBefore21December2015Member]	Mar. 31, 2013 [SubordinatedDebtTrancheTwoMember] [DebtInstrumentVariableRateLIBORMember] [DebtInstrumentCallOptionPeriod21December2015AndThereafterMember]	Mar. 31, 2013 [SubordinatedDebtTrancheTwoMember] [DebtInstrumentVariableRateBase10YearConstantMaturityTreasuryRateMember] [DebtInstrumentCallOptionPeriod21December2015AndThereafterMember]	Mar. 31, 2013 [SubordinatedDebtTrancheTwoMember] [DebtInstrumentVariableRateBase30YearConstantMaturityTreasuryMember] [DebtInstrumentCallOptionPeriod21December2015AndThereafterMember]	Dec. 31, 2005 [SubordinatedDebtTrancheOneMember] item	Mar. 31, 2013 [SubordinatedDebtTrancheOneMember]	Dec. 31, 2005 [SubordinatedDebtTrancheOneMember] [DebtInstrumentVariableRateLIBORMember]	Dec. 31, 2005 [SubordinatedDebtTrancheOneMember] [DebtInstrumentVariableRateBase10YearConstantMaturityTreasuryRateMember]	Dec. 31, 2005 [SubordinatedDebtTrancheOneMember] [DebtInstrumentVariableRateBase30YearConstantMaturityTreasuryMember]	Oct. 09, 2012 [UnsecuredDebtMember] [RevolvingCreditFacility2012Member] item	Apr. 01, 2013 [UnsecuredDebtMember] [RevolvingCreditFacility2012Member] [SubsequentEventMember]	Mar. 31, 2013 [UnsecuredDebtMember] [RevolvingCreditFacility2012Member] [DebtInstrumentVariableRateLIBORMember]	Mar. 31, 2013 [UnsecuredDebtMember] [RevolvingCreditFacility2012Member] [DebtInstrumentVariableRateBaseRateMember]
Debt financings
Maximum aggregate available amount												$ 2,300	$ 2,300
Term of debt instrument												3 years	3 years
Number of banks providing financing under the credit facility												10
Variable rate basis				3 month LIBOR	10 year constant maturity treasury	30 year constant maturity treasury			3 month LIBOR	10 year constant maturity treasury	30 year constant maturity treasury			LIBOR	Base Rate
Margin added to variable rate basis (as a percent)				1.80%	1.80%	1.80%			1.55%	1.55%	1.55%			2.25%
Number of tranches	2
Amount of debt issued	1,000.0
Face amount of debt		400					600
Fixed interest rate (as a percent)			6.25%
Interest rate at period end (as a percent)								4.68%
Redemption price of debt instrument (as a percent)								100.00%
Principal amount of the bonds that must remain outstanding if partial redemption occurs								$ 50
Number of contribution agreements	2	1					1
Percentage of common stock to be sold to terminate contribution agreements	90.00%

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Derivative Financial Instruments (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Changes in hedges recorded in OCI related to derivative instruments
Income tax effect	$ (1,243,000)	$ 302,000
Net changes in cash flow hedges, net of taxes	2,278,000	(259,000)
Estimated period for the approximate transfer of the pre-tax balance in AOCI into earnings	12 months
Amortization of the pre-tax balance in AOCI into earnings under cash flow hedge accounting	(8,600,000)
Reconciliation to Condensed Consolidated Statements of Operations:
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	(237,000)	(200,000)
[InterestRateSwapMember]
Changes in hedges recorded in OCI related to derivative instruments
Effective portion of change in fair market value of derivatives	3,239,000	(843,000)
Amounts reclassified from AOCI	3,496,000	(5,081,000)
Combined CVA and MVA	(235,000)	(4,962,000)
Effective portion of the unrealized gain or (loss) on derivative position recorded in OCI	(257,000)	(5,924,000)
Effect of derivatives recorded in the condensed, consolidated statements of income
Derivatives Designated as Cash Flow Hedges, Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion)	(16,000)	(23,000)
[InterestRateCapMember]
Effect of derivatives recorded in the condensed, consolidated statements of income
Derivatives Not Designated as a Hedge, Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion)	61,000	105,000
[DeDesignatedHedgeMember]
Changes in hedges recorded in OCI related to derivative instruments
Amounts reclassified from AOCI	282,000	282,000
Reconciliation to Condensed Consolidated Statements of Operations:
Reclassifications from AOCI to income	$ (282,000)	$ (282,000)

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Lease Receivables and Other Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Lease Receivables and Other Assets
Lease receivables	$ 185,216	$ 199,694
AeroTurbine Inventory	166,975	149,390
Lease incentive costs, net of amortization	120,216	128,616
Straight-line rents and other assets	210,985	235,780
Goodwill and Other intangible assets	48,184	48,887
Notes and trade receivables, net of allowance	23,059	23,181
Derivative assets		54
Total	754,635	785,602
Interest rate on notes receivable, minimum (as a percent)	2.00%
Interest rate on notes receivable, maximum (as a percent)	10.50%
Allowance for credit losses
Balance at the beginning of the period		41,396
Provision		(9,727)
Write-offs		$ (31,669)

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Basis of Preparation

3 Months Ended

Mar. 31, 2013

Basis of Preparation

Basis of Preparation

A. Basis of Preparation

        We are an indirect wholly-owned subsidiary of AIG. AIG is a leading global insurance company that provides a wide range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in more than 130 countries.

        The accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

        The accompanying unaudited, condensed, consolidated financial statements include our accounts and accounts of all other entities in which we have a controlling financial interest. See Note M—Variable Interest Entities for further discussions on VIEs. All material intercompany accounts have been eliminated in consolidation.

        Results for the three months ended March 31, 2013 include out of period adjustments related to prior years, which increased after-tax income by $8.3 million. The out of period adjustments primarily relate to IRS audit interest amounts recognized in the fourth quarter 2011 tax provision, which were reversed in the first quarter of 2013.

        Management has determined, after evaluating the quantitative and qualitative aspects of these out of period adjustments, that our current and prior period financial statements and our projected 2013 results are not materially misstated.

        In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods presented have been included. Certain reclassifications have been made to the 2012 unaudited, condensed, consolidated financial statements to conform to the 2013 presentation. Operating results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.

        On December 9, 2012, AIG entered into a definitive agreement with Jumbo Acquisition Limited for the sale of 80.1% of our common stock for approximately $4.2 billion in cash. Jumbo Acquisition Limited may elect to purchase an additional 9.9% of our common stock for $522.5 million within ten days after the approval of the purchase by the Committee on Foreign Investment in the United States. If Jumbo Acquisition Limited elects to purchase the additional stock, AIG will retain a 10% ownership interest in us, otherwise 19.9% ownership will remain with AIG. Each case is subject to dilution for issuances of stock to management, which would reduce AIG's ownership interest. If Jumbo Acquisition Limited elects to purchase the additional 9.9%, we expect AIG to own 9.4% of our common stock at the closing due to immediate dilution from anticipated management issuances. The sale is expected to close in 2013. The transaction is subject to required regulatory approvals and other customary closing conditions.

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Fair Value Disclosures of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Carrying amounts and fair values of financial instruments
Restricted cash	$ 391,963	$ 695,388
[CarryingReportedAmountFairValueDisclosureMember]
Carrying amounts and fair values of financial instruments
Cash, including restricted cash	3,647,232	3,722,975
Notes receivable	23,059	23,181
Debt financing (including subordinated debt)	(24,134,368)	(24,342,787)
Derivative assets		54
Derivative liabilities	(16,718)	(20,933)
Guarantees	(45,951)	(49,268)
[FairValueInputsLevel1Member]
Carrying amounts and fair values of financial instruments
Cash, including restricted cash	59,663	605,410
Debt financing (including subordinated debt)	(19,094,456)	(18,822,645)
[FairValueInputsLevel2Member]
Carrying amounts and fair values of financial instruments
Cash, including restricted cash	3,587,569	3,117,565
Notes receivable	23,042	23,175
Debt financing (including subordinated debt)	(7,044,917)	(7,160,408)
Derivative assets		54
Derivative liabilities	(16,718)	(20,933)
Restricted cash	392,000	695,400
[FairValueInputsLevel3Member]
Carrying amounts and fair values of financial instruments
Guarantees	(48,694)	(51,947)
[EstimateOfFairValueFairValueDisclosureMember]
Carrying amounts and fair values of financial instruments
Cash, including restricted cash	3,647,232	3,722,975
Notes receivable	23,042	23,175
Debt financing (including subordinated debt)	(26,139,373)	(25,983,053)
Derivative assets		54
Derivative liabilities	(16,718)	(20,933)
Guarantees	$ (48,694)	$ (51,947)

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Related Party Transactions (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013 trust	Mar. 31, 2012	Dec. 31, 2012
Equity:
Income taxes paid	$ 0	$ 2,000,000
[MajorityShareholderMember]
Related party transactions
Number of trusts consolidated by parent for the management of aircraft sold to the trusts in prior years	2
Expense (income):
Allocation of corporate costs from related party	6,627,000	8,677,000
Asset (liability):
Current income taxes and other tax liabilities	(291,853,000)		(299,333,000)
Accrued corporate costs payable	(21,802,000)		(20,969,000)
Equity:
Aircraft transfer to AIG, net of tax			25,379,000
Aircraft contribution from AIG, net of tax			(16,690,000)
Compensation and other expenses paid by AIG	647,000		2,636,000
Corporate aircraft transferred to AIG, tax			11,866,000
Taxes on aircraft contribution from AIG			9,211,000
Income taxes paid	0		1,700,000
[MajorityShareholderMember] | [DividendPaidMember]
Related party transactions
Number of corporate aircraft			2
Combined net book value of aircraft transfer			37,300,000
[MajorityShareholderMember] | [EquityContributionReceivedMember]
Related party transactions
Number of corporate aircraft			1
Corporate aircraft from AIG in Lease receivables and other assets			16,700,000
[MajorityShareholderMember] | [IndividualPoliciesMember]
Expense (income):
Purchases from related party	2,000,000	2,400,000
[AIGMarketsIncMember]
Expense (income):
Interest on time deposit account	(826,000)	(594,000)
Asset (liability):
Time deposit account	1,104,422,000		1,103,591,000
Derivative liabilities	(16,718,000)		(20,933,000)
Equity:
Period to maturity of time deposit account	30 days
[AIGMarketsIncMember] | [DerivativeMember]
Expense (income):
Income from related party	298,000	305,000
Interest	3,496,000	5,081,000
[SubsidiariesOfCommonParentMember] | [ServiceAgreementsMember]
Expense (income):
Expense from related party	31,000	40,000
[AffiliatedEntityMember] | [ServiceAgreementsMember]
Expense (income):
Income from related party	$ (2,094,000)	$ (2,205,000)

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Other Income (Tables)

3 Months Ended

Mar. 31, 2013

Other Income

Schedule of interest and other income

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
AeroTurbine revenue
Engines, airframes, parts and supplies	$	58,182		$	73,282
Cost of sales		(48,696	)		(60,949	)
		9,486			12,333
Interest and Other		36,469			10,930
Total	$	45,955		$	23,263

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2013

Related Party Transactions

Schedule of amounts involving related parties included in the financial statements

	Three Months
Income Statement	March 31, 2013			March 31, 2012
	(Dollars in thousands)
Expense (income):
Effect from derivatives on contracts with AIG Markets, Inc.(a)	$	298		$	305
Interest on derivative contracts with AIG Markets, Inc.		3,496			5,081
Allocation of corporate costs from AIG		6,627			8,677
Interest on time deposit account with AIG Markets(a)		(826	)		(594	)
Management fees received		(2,094	)		(2,205	)
Management fees paid to subsidiaries of AIG		31			40

Balance Sheet	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Asset (liability):
Time deposit account with AIG Markets(a)	$	1,104,422		$	1,103,591
Derivative liabilities(b)		(16,718	)		(20,933	)
Current income taxes and other tax liabilities to AIG(c)		(291,853	)		(299,333	)
Accrued corporate costs payable to AIG		(21,802	)		(20,969	)
Equity:
Aircraft transfer to AIG, net of tax of $11,866 (2012)		—			25,379
Aircraft contribution from AIG, net of tax of $9,211 (2012)		—			(16,690	)
Compensation and other expenses paid by AIG		647			2,636

(a)

We have a 30-day interest bearing time deposit account with AIG Markets, Inc., all of which is available for use in our operations. If we request that funds be made available to us prior to the maturity date of the time deposit, we may have to pay a breakage fee to AIG Markets, Inc.

(b)

See Note O—Derivative Financial Instruments for all derivative transactions.

(c)

We made no payment during the three months ended March 31, 2013, and paid approximately $1.7 million to AIG during the year ended December 31, 2012.

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Commitments and Contingencies (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended	27 Months Ended
	Mar. 31, 2013 item	Mar. 31, 2013 item
Guarantees
Total reserves related to or carrying balance of the guarantees	$ 46.0	$ 46.0
[MarketValueGuaranteeMember]
Guarantees
Number of guarantee obligations	13
Number of guarantees performed		5
Number of aircraft purchased under guarantee performance	1
Total reserves related to or carrying balance of the guarantees	41.5	41.5
Maximum aggregate potential commitment under guarantees	330.6	330.6
Provisions for losses on asset value guarantees for guarantee obligations	6.6
Number of reserves for guarantee obligations	2
[MarketValueGuaranteeMember] | [ScenarioPlanMember]
Guarantees
Number of used aircraft to be purchased in 2013, under guarantee performance	4
[FinancialGuaranteeMember]
Guarantees
Number of guarantee obligations	1
Maximum aggregate potential commitment under guarantees	$ 7.4	$ 7.4

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Other Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Other income
Interest and Other	$ 36,469	$ 10,930
Total	45,955	23,263
[AeroTurbineIncMember]
Other income
Revenue : Engines, airframes, parts and supplies	58,182	73,282
Cost of sales	(48,696)	(60,949)
Gross profit	$ 9,486	$ 12,333

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Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed (Tables)

3 Months Ended

Mar. 31, 2013

Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

Schedule of impairment charges and fair value adjustments on flight equipment sold or to be disposed of

	Three Months Ended
	March 31, 2013					March 31, 2012
	Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments			Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments
	(Dollars in millions)
Loss
Impairment charges and fair value adjustments on aircraft likely to be sold or sold (including sales-type leases)		2	$	9.5			2	$	5.2
Impairment charges on aircraft intended to be or designated for part-out		8		17.0	(a)		—		2.1	(a)
Total Impairment charges and fair value adjustments on flight equipment		10	$	26.5	(a)		2	$	7.3	(a)

^(a)

Includes charges relating to one engine for the three months ended March 31, 2013, and three engines for the three months ended March 31, 2012.

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Lease Receivables and Other Assets (Tables)

3 Months Ended

Mar. 31, 2013

Lease Receivables and Other Assets

Schedule of components of lease receivables and other assets

	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Lease receivables	$	185,216	$	199,694
AeroTurbine Inventory		166,975		149,390
Lease incentive costs, net of amortization		120,216		128,616
Straight-line rents and other assets		210,985		235,780
Goodwill and Other intangible assets(a)		48,184		48,887
Notes and trade receivables, net of allowance(b)		23,059		23,181
Derivative assets(c)		—		54
	$	754,635	$	785,602

^(a)

Goodwill relates to our acquisition of AeroTurbine.

^(b)

Notes receivable are primarily from the sale of flight equipment and are fixed with varying interest rates from 2.0% to 10.5%.

^(c)

See Note O—Derivative Financial Instruments.

Schedule of activity in allowance for credit losses on notes receivable

	(Dollars in thousands)
Balance at December 31, 2011	$	41,396
Provision		(9,727	)
Write-offs		(31,669	)
Balance at December 31, 2012	$	—

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CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest capitalized	$ 5,375,000	$ 3,390,000
Tax liability paid to AIG	0	2,000,000
Customer deposits forfeited and recognized in income	14,604,000
Flight equipment reclassified to Net investment in finance and sales-type leases	12,738,000
Accrued interest and other payables applied to Acquisition of flight equipment to reflect the fair value of an aircraft purchased under an asset value guarantee	6,486,000
Deposits on flight equipment purchases applied to Acquisition of flight equipment		36,532,000
Flight equipment reclassified		81,322,000
Flight equipment reclassified to Lease receivables and other assets	8,196,000	80,801,000
Flight equipment reclassified, amount charged to income		521,000
Flight equipment classified as Net investment in finance and sales-type leases reclassified to Flight equipment		20,819,000
Security deposits, deferred overhaul rentals and other customer deposits reclassified to Accrued interest and other payables to reflect rents received in advance		$ 10,176,000

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Debt Financings (Tables)

3 Months Ended

Mar. 31, 2013

Debt Financings

Schedule of debt financing

	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Secured
Senior secured bonds	$	3,900,000		$	3,900,000
ECA and Ex-Im financings		2,055,211			2,193,229
Secured bank debt(a)		1,828,645			1,961,143
Institutional secured term loans		1,450,000			1,450,000
Less: Deferred debt discount		(14,143	)		(15,125	)
		9,219,713			9,489,247
Unsecured
Bonds and medium-term notes		13,949,454			13,890,747
Less: Deferred debt discount		(34,799	)		(37,207	)
		13,914,655			13,853,540
Total Senior Debt Financings		23,134,368			23,342,787
Subordinated Debt		1,000,000			1,000,000
	$	24,134,368		$	24,342,787

^(a)

Of this amount, $186.7 million (2013) and $270.5 million (2012) is non-recourse to ILFC. These secured financings were incurred by VIEs and consolidated into our Condensed, Consolidated Financial Statements.

Schedule of information regarding the collateral pledged for secured debt

	As of March 31, 2013
	Debt Outstanding		Net Book Value of Collateral			Number of Aircraft
	(Dollars in thousands)
Senior secured bonds	$	3,900,000	$	6,399,839			174
ECA and Ex-Im Financings		2,055,211		5,605,452			121
Secured bank debt		1,828,645		2,683,979	(a)		61	(a)
Institutional secured term loans		1,450,000		2,623,517	(b)		89	(b)
Total	$	9,233,856	$	17,312,787			445

^(a)

Amounts represent net book value of collateral and number of aircraft securing ILFC secured bank term debt. Amounts do not include assets securing AeroTurbine's secured revolving credit facility. AeroTurbine's credit facility, under which $269.9 million was drawn as of March 31, 2013, is secured by substantially all of AeroTurbine's assets.

^(b)

Amounts reflect the net book value of collateral and number of aircraft securing the ILFC $900 million secured term loan after our $150 million partial prepayment of the loan subsequent to March 31, 2013, which reduced the collateral on such loan by eight aircraft. The debt outstanding for institutional secured term loans does not reflect this prepayment. Amounts also include our other institutional secured term loan of $550 million and its related collateral.

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Basis of Preparation (Details 3) ([MajorityShareholderMember], USD $) In Millions, unless otherwise specified	0 Months Ended
	Dec. 09, 2012
[AgreementForSaleOfCommonStockMember]
Parent Company
Percentage of common stock to be sold by AIG	80.10%
Common stock, aggregate cash purchase price	$ 4,200.0
Ownership interest AIG will retain after sale (as a percent)	19.90%
[AgreementForSaleOfCommonStockBuyerElectionToPurchaseAdditionalCommonStockMember]
Parent Company
Percentage of common stock to be sold by AIG	9.90%
Common stock, aggregate cash purchase price	$ 522.5
Election period for buyer to purchase additional stock	10 days
Ownership interest AIG will retain after sale (as a percent)	10.00%
[AgreementForSaleOfCommonStockBuyerElectionToPurchaseAdditionalCommonStockMember] | [ScenarioPlanMember]
Parent Company
Ownership interest AIG will retain after sale (as a percent)	9.40%

XML

Debt Financings (Details 6) (USD $)	3 Months Ended				0 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 [SecuredDebtMember]	Mar. 31, 2012 [SecuredDebtMember]	Jan. 16, 2013 [SecuredDebtMember] [AircraftFinancingMay2009FromThirdPartiesMember]	Mar. 31, 2013 [SecuredDebtMember] [AircraftFinancingMay2009FromThirdPartiesMember]	Mar. 20, 2013 [SecuredDebtMember] [AircraftFinancingJune2009Member]	Mar. 31, 2013 [SecuredDebtMember] [AircraftFinancingJune2009Member]	Mar. 31, 2012 [SecuredDebtMember] [Secured2006CreditFacilityMember]	Mar. 31, 2012 [SecuredDebtMember] [SecuredTermLoan2010Maturing17March2015Member]
Debt financings
Prepayment of debt						$ 106,000,000		$ 55,400,000	$ 456,900,000	$ 750,000,000
Write off of unamortized deferred financing costs			2,500,000		1,700,000		800,000
Write off of unamortized deferred financing costs and deferred debt discount	$ 2,474,000	$ 20,880,000		$ 20,900,000

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CONDENSED, CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents, including interest bearing accounts of $3,207,173 (2013) and $2,964,136 (2012)	$ 3,255,269	$ 3,027,587
Restricted cash, including interest bearing accounts of $381,103 (2013) and $406,788 (2012)	391,963	695,388
Net investment in finance and sales-type leases	92,264	93,936
Flight equipment	48,625,345	48,419,478
Less accumulated depreciation	14,322,730	13,951,169
Flight equipment under operating leases, net	34,302,615	34,468,309
Deposits on flight equipment purchases	597,703	470,200
Lease receivables and other assets	754,635	785,602
Deferred debt issue costs, less accumulated amortization of $326,539 (2013) and $310,371 (2012)	279,734	269,335
Total assets	39,674,183	39,810,357
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables	485,588	566,219
Current income taxes and other tax liabilities	262,007	269,846
Secured debt financing, net of deferred debt discount of $14,143 (2013) and $15,125 (2012)	9,219,713	9,489,247
Unsecured debt financing, net of deferred debt discount of $34,799 (2013) and $37,207 (2012)	13,914,655	13,853,540
Subordinated debt	1,000,000	1,000,000
Derivative liabilities	16,718	20,933
Security deposits, deferred overhaul rental and other customer deposits	2,614,679	2,524,981
Deferred income taxes	4,166,695	4,142,723
Commitments and Contingencies - Note L
SHAREHOLDERS' EQUITY
Market Auction Preferred Stock, $100,000 per share liquidation value; Series A and B, each having 500 shares issued and outstanding	100,000	100,000
Common stock - no par value; 100,000,000 authorized shares, 45,267,723 issued and outstanding	1,053,582	1,053,582
Paid-in capital	1,261,904	1,262,551
Accumulated other comprehensive loss	(10,029)	(12,491)
Retained earnings	5,588,671	5,539,226
Total shareholders' equity	7,994,128	7,942,868
Total liabilities and shareholders' equity	$ 39,674,183	$ 39,810,357

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Aircraft Impairment Charges on Flight Equipment Held for Use (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 item	Mar. 31, 2012 item
Aircraft Impairment Charges on Flight Equipment Held for Use
Impairment charges	$ 19,706	$ 11,171
Aircraft impaired or adjusted during the period	2	2

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CONDENSED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CONDENSED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net changes in fair value of cash flow hedges, tax (provision) benefit	$ (1,243)	$ 302
Change in unrealized fair value adjustments of available-for-sale securities, tax (provision) benefit	$ (100)	$ 2

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Fair Value Measurements (Details 2) ([FlightEquipmentMember], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Inputs to Recurring and Non-Recurring Fair Value Measurements Categorized as Level 3
Estimated useful life over which aircraft will be leased based on general assumption	25 years
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member]
Inputs to Recurring and Non-Recurring Fair Value Measurements Categorized as Level 3
Fair Value	55,600
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member] | [MinimumMember] | [IncomeApproachValuationTechniqueMember]
Inputs to Recurring and Non-Recurring Fair Value Measurements Categorized as Level 3
Discount Rate (as a percent)	8.00%
Remaining Holding Period	0 years
Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	0.00%
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member] | [MaximumMember] | [IncomeApproachValuationTechniqueMember]
Inputs to Recurring and Non-Recurring Fair Value Measurements Categorized as Level 3
Discount Rate (as a percent)	14.50%
Remaining Holding Period	8 years
Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	100.00%
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member] | [WeightedAverageMember] | [IncomeApproachValuationTechniqueMember]
Inputs to Recurring and Non-Recurring Fair Value Measurements Categorized as Level 3
Discount Rate (as a percent)	11.00%
Remaining Holding Period	2 years 8 months 12 days
Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	52.00%

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Financial Instruments

Schedule of notional and fair values of derivatives outstanding

	Asset Derivatives				Liability Derivatives
	Notional Value		Fair Value		Notional Value		Fair Value
	(Dollars in thousands)
March 31, 2013
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	293,584	$	(16,718	)
Total derivatives			$	—			$	(16,718	)
December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	336,125	$	(20,933	)
Derivatives not designated as hedging instruments:
Interest rate cap agreements(b)	$	65,985	$	54	$	—	$	—
Total derivatives			$	54			$	(20,933	)

^(a)

Converts floating interest rate debt into fixed rate debt.

^(b)

Derivative assets are presented in Lease receivables and other assets on the Condensed, Consolidated Balance Sheet.

Schedule of gain (loss) in OCI related to derivative instruments designated as hedging instruments

	Three Months Ended March 31,
Gain (Loss)	2013			2012
	(Dollars in thousands)
Effective portion of change in fair market value of derivatives:
Interest rate swap agreements(a)(b)	$	3,239		$	(843	)
Amortization of balances of de-designated hedges and other adjustments		282			282
Income tax effect		(1,243	)		302
Net changes cash flow hedges, net of taxes	$	2,278		$	(259	)

^(a)

Includes $(235) and $(4,962) of combined CVA and MVA for the three months ended March 31, 2013 and 2012, respectively.

^(b)

Includes the following amounts for the following periods:

Three months ended March 31, 2013 and 2012: (i) effective portion of the unrealized gain or (loss) on derivative position recorded in OCI of $(257) and $(5,924), respectively, and (ii) amounts reclassified from AOCI primarily into interest expense when cash payments were made or received on qualifying cash flow hedges of $3,496 and $(5,081), respectively.

Schedule of effect of derivatives recorded in other expenses on the condensed, consolidated statements of income

	Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion)(a)
	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges:
Interest rate swap agreements	$	(16	)	$	(23	)
Derivatives Not Designated as a Hedge:
Interest rate cap agreements		61			105
Reconciliation to Condensed, Consolidated Statements of Operations:
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)		(282	)
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	$	(237	)	$	(200	)

^(a)

All components of each derivative's gain or loss were included in the assessment of effectiveness.

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Subsequent Events (Details) (USD $)			0 Months Ended	3 Months Ended			0 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Oct. 09, 2012 [UnsecuredDebtMember] [RevolvingCreditFacility2012Member]	Mar. 31, 2013 [UnsecuredDebtMember] [RevolvingCreditFacility2012Member] [DebtInstrumentVariableRateLIBORMember]	Apr. 05, 2013 [SubsequentEventMember] [SecuredDebtMember] [SecuredTermLoan2012Maturing30June2017Member]	Apr. 05, 2013 [SubsequentEventMember] [SecuredDebtMember] [AmendedSecuredTermLoan2012Maturing30June2017Member]	Apr. 05, 2013 [SubsequentEventMember] [SecuredDebtMember] [AmendedSecuredTermLoan2012Maturing30June2017Member] [DebtInstrumentVariableRateLIBORMember]	Apr. 01, 2013 [SubsequentEventMember] [UnsecuredDebtMember] [RevolvingCreditFacility2012Member]
Subsequent events
Maximum borrowing capacity			$ 2,300,000,000					$ 2,300,000,000
Term of debt instrument			3 years					3 years
Outstanding principal amount	$ 24,134,368,000	$ 24,342,787,000			$ 900,000,000	$ 750,000,000
Variable rate basis				LIBOR			LIBOR
Margin added to variable rate basis (as a percent)				2.25%			2.75%
Interest rate floor (as a percent)							0.75%

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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Measurements

Fair Value Measurements

N. Fair Value Measurements

        Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Assets and liabilities recorded at fair value on our Condensed, Consolidated Balance Sheets are measured and classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs available in the marketplace used to measure the fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets; Level 2 refers to fair values estimated using significant other observable inputs; and Level 3 refers to fair values estimated using significant non-observable inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The following table presents our assets and liabilities measured at fair value on a recurring basis, categorized using the fair value hierarchy described above:

	Level 1		Level 2			Level 3		Counterparty Netting		Total
	(Dollars in thousands)
March 31, 2013
Derivative assets	$	—	$	—		$	—	$	—	$	—
Derivative liabilities		—		(16,718)	(b)		—		—		(16,718	)
Total	$	—	$	(16,718	)	$	—	$	—	$	(16,718	)
December 31, 2012
Derivative assets	$	—	$	54		$	—	$	—	$	54	(a)
Derivative liabilities		—		(20,933)	(b)		—		—		(20,933	)
Total	$	—	$	(20,879	)	$	—	$	—	$	(20,879	)

^(a)

Derivative assets are presented in Lease receivables and other assets on the Condensed, Consolidated Balance Sheet.

^(b)

The balance includes CVA and MVA adjustments of $0.1 million and $0.3 million as of March 31, 2013 and December 31, 2012, respectively.

        At March 31, 2013 our derivative portfolio consisted of interest rate swap contracts and at December 31, 2012, our derivative portfolio consisted of interest rate swap and interest rate cap contracts. The fair value of these instruments are based upon a model that employs current interest and volatility rates, as well as other observable inputs as applicable. As such, the valuation of these instruments is classified as Level 2.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

        We measure the fair value of flight equipment on a non-recurring basis, generally quarterly, annually, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

        The fair value of flight equipment is classified as a Level 3 valuation. Management evaluates quarterly the need to perform a recoverability assessment of flight equipment, and performs this assessment at least annually for all aircraft in our fleet. Recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our flight equipment may not be recoverable, which may require us to change our assumptions related to future projected cash flows. Management is active in the aircraft leasing industry and develops the assumptions used in the recoverability assessment. As part of the recoverability process, we update the critical and significant assumptions used in the recoverability assessment.

        Fair value of flight equipment is determined using an income approach based on the present value of cash flows from contractual lease agreements, flight hour rentals where appropriate, and projected future lease payments, which extend to the end of the aircraft's economic life in its highest and best use configuration, as well as a disposition value, based on the expectations of market participants.

        We recognized impairment charges and fair value adjustments for the three months ended March 31, 2013 and 2012, as provided in Note G—Aircraft Impairment Charges on Flight Equipment Held for Use and Note H—Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed.

        The following table presents the effect on our Condensed, Consolidated Financial Statements as a result of the non-recurring impairment charges and fair value adjustments recorded to flight equipment during the three months ended March 31, 2013:

	Book Value at December 31, 2012		Impairment Charges			Reclassifications and Other Adjustments			Sales			Depreciation			Book Value at March 31, 2013
	(Dollars in thousands)
Flight equipment	$	104,009	$	(45,853	)	$	(495	)	$	—		$	(3,704	)	$	53,957
Flight equipment held for sale	$	—	$	—		$	—		$	—		$	—			—
Lease receivables and other assets(b)	$	1,500	$	(349	)	$	495		$	(534	)	$	—			1,112
Net investment in finance and sales-type leases	$	—	$	—		$	—		$	—		$	—			—
Total	$	105,509	$	(46,202	)	$	—		$	(534	)	$	(3,704	)	$	55,069

^(a)

Reclassification represents fair value of aircraft parts.

Inputs to Non-Recurring Fair Value Measurements Categorized as Level 3

        We measure the fair value of flight equipment on a non-recurring basis, when GAAP requires the application of fair value. The fair value of flight equipment is used in determining the value of (i) aircraft held for use in our fleet when impaired; (ii) aircraft expected to be parted-out; (iii) aircraft to be sold; and (iv) aircraft sold as part of sales-type leases. We use the income approach to measure the fair value of flight equipment, which is based on the present value of estimated future cash flows. The key inputs to the income approach include the current contractual lease cash flows, projected non-contractual future lease cash flows, both of which include estimates of flight hour rental cash flows, where appropriate, extended to the end of the aircraft's economic life or to the end of our estimated holding period in its highest and best use configuration, as well as a contractual or estimated disposition value. The determination of these key inputs in applying the income approach is discussed below.

        The current contractual lease cash flows are based on the in-force lease rates. The projected non-contractual lease cash flows are estimated based on the aircraft type, age, and airframe and engine configuration of the aircraft. The projected non-contractual lease cash flows are applied to a follow-on lease term(s), which are estimated based on the age of the aircraft at the time of re-lease. Follow-on leases are assumed through the aircraft's estimated economic life or estimated holding period. The holding period assumption is the period over which future cash flows are assumed to be generated. Our general assumption is that the aircraft will be leased over a 25-year estimated useful life. However, if a sale or future part-out is likely or has been contracted for, the holding period will be shorter. This holding period is based on the estimated or actual sales date or estimated future part-out or disposal date, respectively. The disposition value is generally estimated based on the type of aircraft (i.e. widebody or narrowbody) and the type and the number of engines on the aircraft. In situations where the aircraft will be disposed of, the residual value assumed is based on a current part-out value, if available, or the contracted sale price, respectively.

        The aggregate cash flows, as described above, are then discounted. The estimated discount rate used is based on the type and age of the aircraft, as well as the duration of the holding period, and incorporates market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Management has identified the key elements affecting the fair value calculation as the discount rate used to discount the estimated cash flows, the holding period of the flight equipment, and the proportion of contractual versus non-contractual cash flows.

	Fair Value at March 31, 2013		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
	(Dollars in millions)
Flight Equipment(a)	$	55.6	Income Approach	Discount Rate	8.0%-14.5% (11.0%)
				Remaining Holding Period	0-8 years (2.7 years)
				Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	0-100% (52%)

(a)

Includes Flight equipment for which non-recurring impairment charges and fair value adjustments were recorded during the three months ended March 31, 2013.

Sensitivity to Changes in Unobservable Inputs

        We consider unobservable inputs to be those for which market data is not available and that we developed using the best information available to us related to assumptions market participants use when pricing the asset or liability. Relevant inputs vary depending on the nature of the asset or liability being measured at fair value. The effect of a change in a particular assumption is considered independently of changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on inputs.

        The significant unobservable inputs utilized in the fair value measurement of flight equipment are the discount rate, the remaining holding period and the non-contractual cash flows. The discount rate is affected by movements in the aircraft funding markets, and can be impacted by fluctuations in required rates of return in debt and equity, and loan to value ratios. The remaining holding period and non-contractual cash flows represent management's estimate of the remaining service period of an aircraft and the estimated non-contractual cash flows over the remaining life of the aircraft. An increase in the discount rate applied would have an inverse effect on the fair value of an aircraft, while an increase in the remaining holding period or the estimated non-contractual cash flows would increase the fair value measurement.

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Fair Value Disclosures of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures of Financial Instruments

Schedule of carrying amounts and fair values (as well as the level within the fair value hierarchy to which the valuation relates) of our financial instruments

	Estimated Fair Value												Carrying Amount of Asset (Liability)
	Level 1			Level 2			Level 3			Total
	(Dollars in thousands)
March 31, 2013
Cash, including restricted cash	$	59,663		$	3,587,569	(a)	$	—		$	3,647,232		$	3,647,232
Notes receivable		—			23,042			—			23,042			23,059
Debt financing (including subordinated debt)		(19,094,456	)		(7,044,917	)		—			(26,139,373	)		(24,134,368	)
Derivative assets		—			—			—			—			—
Derivative liabilities		—			(16,718	)		—			(16,718	)		(16,718	)
Guarantees		—			—			(48,694	)		(48,694	)		(45,951	)
December 31, 2012
Cash, including restricted cash	$	605,410		$	3,117,565	(a)	$	—		$	3,722,975		$	3,722,975
Notes receivable		—			23,175			—			23,175			23,181
Debt financing (including subordinated debt)		(18,822,645	)		(7,160,408	)		—			(25,983,053	)		(24,342,787	)
Derivative assets		—			54			—			54			54
Derivative liabilities		—			(20,933	)		—			(20,933	)		(20,933	)
Guarantees		—			—			(51,947	)		(51,947	)		(49,268	)

^(a)

Includes restricted cash of $392.0 million (2013) and $695.4 million (2012).

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Fair Value Disclosures of Financial Instruments

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures of Financial Instruments

Fair Value Disclosures of Financial Instruments

P. Fair Value Disclosures of Financial Instruments

        The carrying amounts and fair values (as well as the level within the fair value hierarchy to which the valuation relates) of our financial instruments are as follows:

	Estimated Fair Value												Carrying Amount of Asset (Liability)
	Level 1			Level 2			Level 3			Total
	(Dollars in thousands)
March 31, 2013
Cash, including restricted cash	$	59,663		$	3,587,569	(a)	$	—		$	3,647,232		$	3,647,232
Notes receivable		—			23,042			—			23,042			23,059
Debt financing (including subordinated debt)		(19,094,456	)		(7,044,917	)		—			(26,139,373	)		(24,134,368	)
Derivative assets		—			—			—			—			—
Derivative liabilities		—			(16,718	)		—			(16,718	)		(16,718	)
Guarantees		—			—			(48,694	)		(48,694	)		(45,951	)
December 31, 2012
Cash, including restricted cash	$	605,410		$	3,117,565	(a)	$	—		$	3,722,975		$	3,722,975
Notes receivable		—			23,175			—			23,175			23,181
Debt financing (including subordinated debt)		(18,822,645	)		(7,160,408	)		—			(25,983,053	)		(24,342,787	)
Derivative assets		—			54			—			54			54
Derivative liabilities		—			(20,933	)		—			(20,933	)		(20,933	)
Guarantees		—			—			(51,947	)		(51,947	)		(49,268	)

^(a)

Includes restricted cash of $392.0 million (2013) and $695.4 million (2012).

        We used the following methods and assumptions in estimating our fair value disclosures for financial instruments:

        Cash:    The carrying value reported on the balance sheet for cash and cash equivalents and restricted cash approximates its fair value. We consider time deposits that are not readily available for immediate withdrawal as Level 2 valuations.

        Notes Receivable:    The fair values for notes receivable are estimated using discounted cash flow analysis, using market quoted discount rates that approximate the credit risk of the issuing party.

        Debt Financing:    Quoted prices are used where available. The fair value of our long-term unsecured fixed-rate debt is estimated using a discounted cash flow analysis, based on our spread to U.S. Treasury bonds for similar debt at year-end. The fair value of our long-term unsecured floating rate debt is estimated using a discounted cash flow analysis based on credit default spreads. The fair value of our long-term secured debt is estimated using discounted cash flow analysis based on credit default spreads.

        Derivatives:    Fair values were based on the use of a valuation model that utilizes, among other things, current interest, foreign exchange and volatility rates, as applicable.

        AVGs:    Guarantees are included in Accrued interest and other payables on our Condensed, Consolidated Balance Sheets. Fair value is determined by reference to the underlying aircraft and guarantee amount.

XML

CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
OPERATING ACTIVITIES
Net income	$ 49,616		$ 99,009
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment	464,112		479,650
Deferred income taxes	22,629		46,200
Amortization of deferred debt issue costs	19,039		19,845
Amortization of debt discount	3,450		3,222
Amortization of prepaid lease costs	17,008		11,903
Aircraft impairment charges and fair value adjustments	46,202		18,515
Forfeitures of customer deposits	(14,604)		(2,341)
Loss on early extinguishment of debt	2,474		20,880
Other, including gain on aircraft sales and disposals	2,815		(13,937)
Changes in operating assets and liabilities:
Lease receivables and other assets	6,999		3,650
Accrued interest and other payables	(74,124)		(48,670)
Current income taxes and other tax liabilities	(7,839)		4,513
Net cash provided by operating activities	537,777		642,439
INVESTING ACTIVITIES
Acquisition of flight equipment	(378,205)		(489,150)
Payments for deposits and progress payments	(123,162)		(69,262)
Proceeds from disposal of flight equipment	8,300		17,300
Change in restricted cash	303,425		30,097
Collections of notes receivable	430		6,307
Collections of finance and sales-type leases	16,397		2,981
Net cash (used in) investing activities	(172,815)		(501,727)
FINANCING ACTIVITIES
Proceeds from debt financing	1,263,887		2,530,895
Payments in reduction of debt financing, net of foreign currency swap settlements	(1,475,756)		(2,270,396)
Debt issue costs	(31,945)		(38,233)
Security and rental deposits received	69,544		26,203
Security and rental deposits returned	(26,399)		(25,118)
Overhaul rentals collected	173,972		102,824
Overhaul rentals reimbursed	(109,987)		(116,524)
Net change in other deposits			27,175
Payment of preferred dividends	(109)		(102)
Net cash (used in) provided by financing activities	(136,793)		236,724
Net increase in cash	228,169		377,436
Effect of exchange rate changes on cash	(487)		(9)
Cash at beginning of period	3,027,587		1,975,009
Cash at end of period	3,255,269		2,352,436
Cash paid during the period for:
Interest, excluding interest capitalized of $5,375 (2013) and $3,390 (2012)	438,439		453,296
Income taxes, net	$ 385	[1]	$ 1,680	[1]

[1] Includes no payment and approximately $2 million paid to AIG for ILFC tax liability for the three month periods ending March 31, 2013 and 2012, respectively.

XML

CONDENSED, CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Deferred debt issue costs, accumulated amortization (in dollars)	$ 326,539	$ 310,371
Market Auction Preferred Stock, liquidation value (in dollars per share)	$ 100,000	$ 100,000
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, authorized shares	100,000,000	100,000,000
Common stock issued (in shares)	45,267,723	45,267,723
Common stock outstanding (in shares)	45,267,723	45,267,723
[SeriesAPreferredStockMember]
Market Auction Preferred Stock, shares issued	500	500
Market Auction Preferred Stock, shares outstanding	500	500
[SeriesBPreferredStockMember]
Market Auction Preferred Stock, shares issued	500	500
Market Auction Preferred Stock, shares outstanding	500	500
[CashAndCashEquivalentsMember]
Interest bearing accounts (in dollars)	3,207,173	2,964,136
[RestrictedCashAndCashEquivalentsMember]
Interest bearing accounts (in dollars)	381,103	406,788
[SecuredDebtMember]
Deferred debt discount (in dollars)	14,143	15,125
[UnsecuredDebtMember]
Deferred debt discount (in dollars)	$ 34,799	$ 37,207

XML

Lease Receivables and Other Assets

3 Months Ended

Mar. 31, 2013

Lease Receivables and Other Assets

Lease Receivables and Other Assets

I. Lease Receivables and Other Assets

        Lease receivables and other assets consisted of the following:

	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Lease receivables	$	185,216	$	199,694
AeroTurbine Inventory		166,975		149,390
Lease incentive costs, net of amortization		120,216		128,616
Straight-line rents and other assets		210,985		235,780
Goodwill and Other intangible assets(a)		48,184		48,887
Notes and trade receivables, net of allowance(b)		23,059		23,181
Derivative assets(c)		—		54
	$	754,635	$	785,602

^(a)

Goodwill relates to our acquisition of AeroTurbine.

^(b)

Notes receivable are primarily from the sale of flight equipment and are fixed with varying interest rates from 2.0% to 10.5%.

^(c)

See Note O—Derivative Financial Instruments.

        We had the following activity in our allowance for credit losses on notes receivable during the year ended December 31, 2012:

	(Dollars in thousands)
Balance at December 31, 2011	$	41,396
Provision		(9,727	)
Write-offs		(31,669	)
Balance at December 31, 2012	$	—

        During the three months ended March 31, 2013, we did not have any activity in our allowance for credit losses on notes receivable.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 09, 2013
Document and Entity Information
Entity Registrant Name	INTERNATIONAL LEASE FINANCE CORP
Entity Central Index Key	0000714311
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		45,267,723
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

XML

Debt Financings

3 Months Ended

Mar. 31, 2013

Debt Financings

Debt Financings

J. Debt Financings

        Our debt financing was comprised of the following at the respective dates:

	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Secured
Senior secured bonds	$	3,900,000		$	3,900,000
ECA and Ex-Im financings		2,055,211			2,193,229
Secured bank debt(a)		1,828,645			1,961,143
Institutional secured term loans		1,450,000			1,450,000
Less: Deferred debt discount		(14,143	)		(15,125	)
		9,219,713			9,489,247
Unsecured
Bonds and medium-term notes		13,949,454			13,890,747
Less: Deferred debt discount		(34,799	)		(37,207	)
		13,914,655			13,853,540
Total Senior Debt Financings		23,134,368			23,342,787
Subordinated Debt		1,000,000			1,000,000
	$	24,134,368		$	24,342,787

^(a)

Of this amount, $186.7 million (2013) and $270.5 million (2012) is non-recourse to ILFC. These secured financings were incurred by VIEs and consolidated into our Condensed, Consolidated Financial Statements.

        The following table presents information regarding the collateral pledged for our secured debt:

	As of March 31, 2013
	Debt Outstanding		Net Book Value of Collateral			Number of Aircraft
	(Dollars in thousands)
Senior secured bonds	$	3,900,000	$	6,399,839			174
ECA and Ex-Im Financings		2,055,211		5,605,452			121
Secured bank debt		1,828,645		2,683,979	(a)		61	(a)
Institutional secured term loans		1,450,000		2,623,517	(b)		89	(b)
Total	$	9,233,856	$	17,312,787			445

^(a)

Amounts represent net book value of collateral and number of aircraft securing ILFC secured bank term debt. Amounts do not include assets securing AeroTurbine's secured revolving credit facility. AeroTurbine's credit facility, under which $269.9 million was drawn as of March 31, 2013, is secured by substantially all of AeroTurbine's assets.

^(b)

Amounts reflect the net book value of collateral and number of aircraft securing the ILFC $900 million secured term loan after our $150 million partial prepayment of the loan subsequent to March 31, 2013, which reduced the collateral on such loan by eight aircraft. The debt outstanding for institutional secured term loans does not reflect this prepayment. Amounts also include our other institutional secured term loan of $550 million and its related collateral.

Senior Secured Bonds

        On August 20, 2010, we issued $3.9 billion of senior secured notes, with $1.35 billion maturing in September 2014 and bearing interest of 6.5%, $1.275 billion maturing in September 2016 and bearing interest of 6.75%, and $1.275 billion maturing in September 2018 and bearing interest of 7.125%. The notes are secured by a designated pool of aircraft, initially consisting of 174 aircraft and their equipment and related leases, and cash collateral when required. In addition, two of our subsidiaries, which either own or hold leases of aircraft included in the pool securing the notes, have guaranteed the notes. We can redeem the notes at any time prior to their maturity, provided we give notice between 30 to 60 days prior to the intended redemption date and subject to a penalty of the greater of 1% of the outstanding principal amount and a "make-whole" premium. There is no sinking fund for the notes.

        The indenture and the aircraft mortgage and security agreement governing the senior secured notes contain customary covenants that, among other things, restrict our and our restricted subsidiaries' ability to: (i) create liens; (ii) sell, transfer or otherwise dispose of the assets serving as collateral for the senior secured notes; (iii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iv) designate restricted subsidiaries as non-restricted subsidiaries or designate non-restricted subsidiaries; and (v) make investments in or transfer assets to non-restricted subsidiaries. The indenture also restricts our and the subsidiary guarantors' ability to consolidate, merge, sell or otherwise dispose of all, or substantially all, of our assets.

        The indenture also provides for customary events of default, including but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the senior secured notes may immediately become due and payable.

ECA Financings

        We entered into ECA facility agreements in 1999 and 2004 through certain direct and indirect wholly owned subsidiaries that have been designated as non-restricted subsidiaries under our indentures. The 1999 and 2004 ECA facilities were used to fund purchases of Airbus aircraft through 2001 and June 2010, respectively. New financings are no longer available to us under either ECA facility.

        As of March 31, 2013, approximately $1.8 billion was outstanding under the 2004 ECA facility and no loans were outstanding under the 1999 ECA facility. The interest rates on the loans outstanding under the 2004 ECA facility are either fixed or based on LIBOR and ranged from 0.417% to 4.711% at March 31, 2013. The net book value of the aircraft purchased under the 2004 ECA facility was $4.0 billion at March 31, 2013. The loans are guaranteed by various European ECAs. We have collateralized the debt with pledges of the shares of wholly owned subsidiaries that hold title to the aircraft financed under the facilities. The 2004 ECA facility contains customary events of default and restrictive covenants, including a covenant to maintain a minimum consolidated tangible net worth.

        Because of our current long-term debt ratings, the 2004 ECA facility requires us to segregate security deposits, overhaul rentals and rental payments received under the leases related to the aircraft funded under the 2004 ECA facility (segregated rental payments are used to make scheduled principal and interest payments on the outstanding debt). The segregated funds are deposited into separate accounts pledged to and controlled by the security trustee of the 2004 ECA facility. At March 31, 2013 and December 31, 2012, respectively, we had segregated security deposits, overhaul rentals and rental payments aggregating $378.4 million and $405.4 million related to aircraft funded under the 2004 ECA facility. The segregated amounts fluctuate with changes in security deposits, overhaul rentals, rental payments and principal and interest payments related to the aircraft funded under the 2004 ECA facility. In addition, if a default resulting in an acceleration of the obligations under the 2004 ECA facility were to occur, pursuant to the cross-collateralization agreement described below, we would have to segregate lease payments, overhaul rentals and security deposits received after such acceleration event occurred from the leases relating to the aircraft funded under the 1999 ECA facility that remain as collateral, even though those aircraft are no longer subject to a loan at March 31, 2013.

        In addition, we must register the existing individual mortgages on certain aircraft funded under both the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective aircraft are registered. The mortgages are only required to be filed with respect to aircraft that have outstanding loan balances or otherwise as agreed in connection with the cross-collateralization agreement described below.

        We have cross-collateralized the 1999 ECA facility with the 2004 ECA facility. As part of such cross-collateralization, we (i) guarantee the obligations under the 2004 ECA facility through our subsidiary established to finance Airbus aircraft under the 1999 ECA facility; (ii) granted mortgages over certain aircraft financed under the 1999 ECA facility and security interests over other collateral related to the aircraft financed under the 1999 ECA facility to secure the guaranty obligation; (iii) have to maintain a loan-to-value ratio (aggregating the aircraft from the 1999 ECA facility and the 2004 ECA facility) of no more than 50%, in order to release liens (including the liens incurred under the cross-collateralization agreement) on any aircraft financed under the 1999 or 2004 ECA facilities or other assets related to the aircraft; and (iv) agreed to apply proceeds generated from certain disposals of aircraft to obligations under the 2004 ECA facility.

        On May 8, 2013, we amended our 2004 ECA facility, effective immediately. Prior to the amendment, we were subject to a financial covenant that would have been breached solely as a result of the application of purchase accounting in connection with our acquisition by Jumbo Acquisition Limited. The amendment removed this covenant. In addition, the amendment made permanent the requirement to segregate funds and to register individual mortgages in local jurisdictions. Prior to the amendment, this requirement would have fallen away if our long-term debt ratings rose above a certain level.

Ex-Im Financings

        On December 19, 2012, we issued pre-funded amortizing notes with an aggregate principal amount outstanding of $287.0 million. The notes mature in January 2025 and scheduled principal payments commenced in April 2013. The notes are guaranteed by the Export-Import Bank of the United States and bear interest at a rate per annum equal to 1.492%. The funds were being held in a restricted cash account at December 31, 2012. During the three months ended March 31, 2013, we used the proceeds from the notes to finance two Boeing 777-300ER aircraft, which serve as collateral for the notes.

Secured Bank Debt

        2011 Secured Term Loan:    On March 30, 2011, one of our non-restricted subsidiaries entered into a secured term loan agreement with lender commitments in the amount of approximately $1.3 billion, which was subsequently increased to approximately $1.5 billion. The loan matures on March 30, 2018, and scheduled principal payments commenced in June 2012. The loan bears interest at LIBOR plus a margin of 2.75%, or, if applicable, a base rate plus a margin of 1.75%. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly-owned subsidiaries of the subsidiary borrower. The security granted includes a portfolio of 54 aircraft, together with attached leases and all related equipment and the equity interests in certain SPEs that own the pledged aircraft and related equipment and leases. The 54 aircraft had an initial average appraised base value, as defined in the loan agreement, of approximately $2.4 billion, which equaled a loan-to-value ratio of approximately 65%.

        The subsidiary borrower is required to maintain compliance with a maximum loan-to-value ratio, which declines over time, as set forth in the term loan agreement. If the subsidiary borrower does not maintain compliance with the maximum loan-to-value ratio, it will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to the SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loan-to-value ratio.

        The subsidiary borrower can voluntarily prepay the loan at any time. The loan facility contains customary covenants and events of default, including covenants that limit the ability of the subsidiary borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of ILFC, the subsidiary borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

        AeroTurbine Revolving Credit Agreement:    AeroTurbine has a credit facility that expires on December 9, 2015 and, after the most recent amendment on February 23, 2012, provides for a maximum aggregate available amount of $430 million, subject to availability under a borrowing base calculated based on AeroTurbine's aircraft assets and accounts receivable. AeroTurbine has the option to increase the aggregate amount available under the facility by an additional $70 million, either by adding new lenders or allowing existing lenders to increase their commitments if they choose to do so. Borrowings under the facility bear interest determined, with certain exceptions, based on LIBOR plus a margin of 3.0%. AeroTurbine's obligations under the facility are guaranteed by ILFC on an unsecured basis and by AeroTurbine's subsidiaries (subject to certain exclusions) and are secured by substantially all of the assets of AeroTurbine and the subsidiary guarantors. The credit agreement contains customary events of default and covenants, including certain financial covenants. Additionally, the credit agreement imposes limitations on AeroTurbine's ability to pay dividends to us (other than dividends payable solely in common stock). As of March 31, 2013, AeroTurbine had $269.9 million outstanding under the facility.

        Secured Commercial Bank Financings:    In May 2009, ILFC provided $39.0 million of subordinated financing to a non-restricted subsidiary. The entity used these funds and an additional $106.0 million borrowed from third parties to purchase an aircraft, which it leases to an airline. The loans had original maturity dates in May 2018 with interest rates based on LIBOR. On January 16, 2013, the non-restricted subsidiary repaid both loans in full. In connection with the prepayment of this loan we recognized losses aggregating $1.7 million from the write off of unamortized deferred financing costs.

        In June 2009, we borrowed $55.4 million through a non-restricted subsidiary, which owns one aircraft leased to an airline. The loan partly amortized over five years with the remaining $27.5 million originally due in 2014, and the interest rate was fixed at 6.58%. On March 20, 2013, we repaid the loan in full. In connection with the prepayment of this loan, we recognized losses aggregating $0.8 million from the write off of unamortized deferred financing costs.

        In March 2012, one of our indirect non-restricted subsidiaries entered into a $203 million term loan facility that was used to finance seven Boeing 737-800s. The principal of each senior loan issued under the facility will partially amortize over six years, with the remaining principal payable at the maturity date. At March 31, 2013, the average interest rate on the loans was 4.733%. The loans are non-recourse to ILFC except under limited circumstances and are secured by the purchased aircraft and lease receivables. The subsidiary borrower can voluntarily prepay the loans at any time subject to a 2% prepayment fee prior to March 30, 2014 and a 1% prepayment fee between March 30, 2014 and March 30, 2015.

        On March 29, 2013, we amended certain financial covenants under our $203 million term loan facility.

        The subsidiary borrower under the $203 million term loan facility is prohibited from: (i) incurring additional debt; (ii) incurring additional capital expenditures; (iii) hiring employees; and (iv) negatively pledging the assets securing the facility.

Institutional Secured Term Loans

        In 2012, we entered into the following term loans:

• •

  $900 Million Secured Term Loan: On February 23, 2012, one of our indirect, wholly owned subsidiaries entered into a secured term loan agreement in the amount of $900 million. The loan matures on June 30, 2017, and initially bore interest at LIBOR plus a margin of 4.0% with a 1.0% LIBOR floor, or, if applicable, a base rate plus a margin of 3.0%. Subsequent to March 31, 2013, we amended the $900 million secured term loan and simultaneously prepaid $150 million of the outstanding principal amount. The remaining outstanding principal amount of $750 million now bears interest at an annual rate of LIBOR plus 2.75%, with a LIBOR floor of 0.75%, or, if applicable, a base rate plus a margin of 1.75%. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly owned subsidiaries of the subsidiary borrower. The security granted includes the equity interests in certain SPEs of the subsidiary borrower that have been designated as non-restricted under our indentures. The SPEs initially held title to 62 aircraft and all related equipment and leases with an average appraised base value, as defined in the loan agreement, of approximately $1.66 billion as of December 31, 2011, equaling an initial loan-to-value ratio of approximately 54%. After giving effect to the amendment, certain collateral that had served as security for the secured term loan was released, and the SPEs now collectively own a portfolio of 54 aircraft and the related equipment and leases, with an average appraised base value as of December 31, 2012, resulting in a loan-to-value ratio of approximately 55%. The principal of the loan is payable in full at maturity with no scheduled amortization. We can voluntarily prepay the loan at any time, but if we voluntarily prepay any portion of the loan prior to October 5, 2013, we may be subject to a 1% prepayment penalty under certain circumstances.

  •

  $550 Million Secured Term Loan: On April 12, 2012, one of our indirect, wholly owned subsidiaries entered into a secured term loan agreement in the amount of $550 million. The loan matures on April 12, 2016, and bears interest at LIBOR plus a margin of 3.75% with a 1% LIBOR floor. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly owned subsidiaries of the subsidiary borrower. The security granted includes the equity interests in certain SPEs of the subsidiary borrower that have been designated as non-restricted under our indentures and that hold title to 35 aircraft and all related equipment and leases with an average initial appraised base value, as defined in the loan agreement, of approximately $1.0 billion. The $1.0 billion equals an initial loan-to-value ratio of approximately 55%. The principal of the loan is payable in full at maturity with no scheduled amortization. We can voluntarily prepay the loan at any time. We used the proceeds from this loan to prepay in full our $550 million secured term loan entered into in 2010 and scheduled to mature on March 17, 2016. The 2010 term loan had a LIBOR based interest rate with a margin of 5%.

        The loans each require a loan-to-value ratio of no more than 63%. If either subsidiary borrower does not maintain compliance with the maximum loan-to-value ratio, it will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loan-to-value ratio.

        The loans contain customary covenants and events of default, including covenants that limit the ability of the subsidiary borrowers and their subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of ILFC, the subsidiary borrowers and their subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

Unsecured Bonds and Medium-Term Notes

        Shelf Registration Statement:    We have an effective shelf registration statement filed with the SEC. We have an unlimited amount of debt securities registered for sale under the shelf registration statement.

        At March 31, 2013, we had issued unsecured notes with an aggregate principal amount outstanding of $11.2 billion under our current and previous shelf registration statements, including $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021, each issued in March 2013. The debt securities outstanding under our shelf registration statements mature through 2022 and bear interest rates that range from 3.875% to 8.875%. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.

        Other Senior Notes:    On March 22, 2010 and April 6, 2010, we issued a combined $1.25 billion aggregate principal amount of 8.625% senior notes due September 15, 2015, and $1.5 billion aggregate principal amount of 8.750% senior notes due March 15, 2017, pursuant to an indenture dated as of March 22, 2010. The notes are due in full on their scheduled maturity dates. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.

        The indentures governing our unsecured notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries', ability to (i) incur liens on assets; (ii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iii) designate restricted subsidiaries as non-restricted subsidiaries or designate non-restricted subsidiaries; (iv) make investments in or transfer assets to non-restricted subsidiaries; and (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

        The indentures also provide for customary events of default, including but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the relevant indentures may immediately become due and payable.

Unsecured Revolving Credit Agreement

        2012 Credit Facility:    On October 9, 2012, we entered into a $2.3 billion three-year unsecured revolving credit facility with a group of 10 banks that expires on October 9, 2015. Concurrently, we terminated our revolving credit agreement originally scheduled to expire in January 2014. Our current revolving credit facility provides for interest rates based on either a base rate or LIBOR plus a margin, currently 2.25%, determined by reference to our ratio of consolidated indebtedness to shareholders' equity. The credit agreement contains customary events of default and restrictive covenants that, among other things, limit our ability to incur liens and transfer or sell assets. The credit agreement also contains financial covenants that require us to maintain a minimum interest coverage ratio and a maximum ratio of consolidated indebtedness to shareholders' equity. As of March 31, 2013, we had not drawn on our revolving credit facility.

        On April 1, 2013, we amended certain financial covenants under our $2.3 billion three-year unsecured revolving credit facility, effective upon completion of the sale of our common stock to Jumbo Acquisition Limited. Following completion of this sale, we will apply purchase accounting which will adjust the carrying value of our assets and liabilities to their then-current fair value. The amendments to the financial covenants are intended to prevent us from violating such covenants solely as a result of the application of purchase accounting.

Subordinated Debt

        In December 2005, we issued two tranches of subordinated debt totaling $1.0 billion. Both tranches mature on December 21, 2065. The $400 million tranche has a call option date of December 21, 2015. We can call the $600 million tranche at any time. The interest rate on the $600 million tranche is a floating rate with a margin of 1.55% plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury. The interest rate resets quarterly and at March 31, 2013, the interest rate was 4.68%. The $400 million tranche has a fixed interest rate of 6.25% until the 2015 call option date, and if we do not exercise the call option, the interest rate will change to a floating rate, reset quarterly, based on a margin of 1.80% plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury. If we choose to redeem the $600 million tranche, we must pay 100% of the principal amount of the bonds being redeemed, plus any accrued and unpaid interest to the redemption date. If we choose to redeem only a portion of the outstanding bonds, at least $50 million principal amount of the bonds must remain outstanding.

        In connection with the issuance of the subordinated debt, we entered into two contribution agreements (one for each tranche) with AIG that obligate AIG to make capital contributions to us in an amount equal to the aggregate accrued and unpaid interest on the subordinated debt following the occurrence of certain "mandatory trigger events". If AIG completes its anticipated sale of up to 90.0% of our common stock to Jumbo Acquisition Limited, AIG will be able to terminate the contribution agreements. Under the terms of the subordinated debt, failure to comply with certain financial tests requiring a minimum ratio of tangible equity to total managed assets and a minimum fixed charge coverage ratio will result in a mandatory trigger event. If a mandatory trigger event occurs after the contribution agreements have been terminated and we are unable to raise sufficient capital through the sale of our stock (in the manner permitted by the terms of the subordinated debt) to cover the next interest payment on the subordinated debt, a "mandatory deferral event" will occur. Following a mandatory deferral event, we will be required to defer all interest payments on the subordinated debt and we will be prohibited from paying cash dividends on our capital stock (including our market auction preferred stock) until we are in compliance with both financial tests or have raised sufficient capital to pay all accumulated and unpaid interest on the subordinated debt. Mandatory trigger events and mandatory deferral events are not events of default under the indenture governing the subordinated debt.

Loss on Extinguishment of Debt

        2013.    During the three months ended March 31, 2013, we prepaid the total outstanding under both tranches of the $106.0 million secured financing and the total outstanding under the $55.4 million secured financing. In connection with these prepayments, we recognized charges aggregating $2.5 million primarily from the write off of unamortized deferred financing costs.

        2012.    During the three months ended March 31, 2012, we prepaid the remaining $456.9 million outstanding under our secured credit facility dated October 13, 2006 and the $750 million outstanding under our secured term loan entered into in 2010. In connection with these prepayments, we recognized charges aggregating $20.9 million from the write off of unamortized deferred financing costs and deferred debt discount.

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CONDENSED, CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
REVENUES AND OTHER INCOME
Rental of flight equipment	$ 1,013,920	$ 1,122,225
Flight equipment marketing and gain on aircraft sales	2,281	6,056
Other income	45,955	23,263
Total revenues and other income	1,062,156	1,151,544
EXPENSES
Interest	384,128	390,820
Depreciation of flight equipment	464,112	479,650
Aircraft impairment charges on flight equipment held for use	19,706	11,171
Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed	26,496	7,344
Loss on early extinguishment of debt	2,474	20,880
Aircraft costs	13,636	18,828
Selling, general and administrative	79,443	65,938
Other expenses	7,368	4,700
Total expenses	997,363	999,331
INCOME BEFORE INCOME TAXES	64,793	152,213
Provision for income taxes	15,177	53,204
NET INCOME	$ 49,616	$ 99,009

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Restricted Cash

3 Months Ended

Mar. 31, 2013

Restricted Cash

Restricted Cash

D. Restricted Cash

        Restricted cash of $392.0 million and $695.4 million at March 31, 2013 and December 31, 2012, respectively, consisted primarily of cash that is restricted under our ECA facility agreement entered into in 2004. The restricted cash at December 31, 2012, also included a $287.0 million cash advance under our Ex-Im financing arrangement, which became available to us to finance the purchase of two aircraft during the three months ended March 31, 2013. See Note J—Debt Financings.

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes

Income Taxes

C. Income Taxes

        Our effective tax rate for the three months ended March 31, 2013, decreased to 23.4% from 35.0% for the same period in 2012 primarily due to an $8.8 million interest refund allocation from AIG related to IRS audit adjustments, which had a beneficial impact to our effective tax rate and was discretely recorded for the three months ended March 31, 2013.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2013

Derivative Financial Instruments

Derivative Financial Instruments

O. Derivative Financial Instruments

        We use derivatives to manage exposures to interest rate and foreign currency risks. At March 31, 2013, we had interest rate swap agreements entered into with a related counterparty that mature through 2015. During the three months ended March 31, 2013, we also had two interest rate cap agreements entered into with an unrelated counterparty in connection with a secured financing transaction that were scheduled to mature in 2018. We prepaid the debt related to our interest rate cap agreements and terminated our interest rate cap agreements during the three months ended March 31, 2013.

        All our interest rate swap agreements have been designated as cash flow hedges and changes in fair value of cash flow hedges are recorded in OCI. Where hedge accounting is not achieved, the change in fair value of the derivative is recorded in income. We did not designate the interest rate cap agreements as hedges, and all changes in fair value were recorded in income.

        We have previously de-designated and re-designated certain of our derivative contracts. The balance accumulated in AOCI at the time of the de-designation is amortized into income over the remaining life of the underlying derivative.

        All of our interest rate swap agreements are subject to a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. Our interest rate swap agreements are recorded at fair value on our balance sheet in Derivative liabilities (see Note N—Fair Value Measurements). All of our derivatives were in a liability position at March 31, 2013. Our interest rate cap agreements were recorded at fair value and included in Lease receivables and other assets. Our derivative contracts do not have any credit risk related contingent features and we are not required to post collateral under any of our existing derivative contracts.

        Derivatives have notional amounts, which generally represent amounts used to calculate contractual cash flows to be exchanged under the contract. The following table presents notional and fair values of derivatives outstanding at the following dates:

	Asset Derivatives				Liability Derivatives
	Notional Value		Fair Value		Notional Value		Fair Value
	(Dollars in thousands)
March 31, 2013
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	293,584	$	(16,718	)
Total derivatives			$	—			$	(16,718	)
December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	336,125	$	(20,933	)
Derivatives not designated as hedging instruments:
Interest rate cap agreements(b)	$	65,985	$	54	$	—	$	—
Total derivatives			$	54			$	(20,933	)

^(a)

Converts floating interest rate debt into fixed rate debt.

^(b)

Derivative assets are presented in Lease receivables and other assets on the Condensed, Consolidated Balance Sheet.

        We recorded the following in OCI related to derivative instruments designated as hedging instruments:

	Three Months Ended March 31,
Gain (Loss)	2013			2012
	(Dollars in thousands)
Effective portion of change in fair market value of derivatives:
Interest rate swap agreements(a)(b)	$	3,239		$	(843	)
Amortization of balances of de-designated hedges and other adjustments		282			282
Income tax effect		(1,243	)		302
Net changes cash flow hedges, net of taxes	$	2,278		$	(259	)

^(a)

Includes $(235) and $(4,962) of combined CVA and MVA for the three months ended March 31, 2013 and 2012, respectively.

^(b)

Includes the following amounts for the following periods:

Three months ended March 31, 2013 and 2012: (i) effective portion of the unrealized gain or (loss) on derivative position recorded in OCI of $(257) and $(5,924), respectively, and (ii) amounts reclassified from AOCI primarily into interest expense when cash payments were made or received on qualifying cash flow hedges of $3,496 and $(5,081), respectively.

        We estimate that within the next twelve months, we will amortize into earnings approximately $(8.6) million of the pre-tax balance in AOCI under cash flow hedge accounting in connection with our program to convert debt from floating to fixed interest rates.

        The following table presents the effect of derivatives recorded in Other Expenses on the Condensed, Consolidated Statements of Income:

	Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion)(a)
	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges:
Interest rate swap agreements	$	(16	)	$	(23	)
Derivatives Not Designated as a Hedge:
Interest rate cap agreements		61			105
Reconciliation to Condensed, Consolidated Statements of Operations:
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)		(282	)
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	$	(237	)	$	(200	)

^(a)

All components of each derivative's gain or loss were included in the assessment of effectiveness.

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Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

3 Months Ended

Mar. 31, 2013

Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

K. Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

        As of March 31, 2013 and December 31, 2012, Security deposits, deferred overhaul rentals and other customer deposits were comprised of:

	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Security deposits paid by lessees	$	1,145,008	$	1,115,213
Deferred overhaul rentals		811,482		754,175
Rents received in advance and Straight-line rents		454,699		453,837
Other customer deposits		203,490		201,756
Total	$	2,614,679	$	2,524,981

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Aircraft Impairment Charges on Flight Equipment Held for Use

3 Months Ended

Mar. 31, 2013

Aircraft Impairment Charges on Flight Equipment Held for Use

Aircraft Impairment Charges on Flight Equipment Held for Use

G. Aircraft Impairment Charges on Flight Equipment Held for Use

        Management evaluates quarterly the need to perform a recoverability assessment of aircraft in our fleet considering the requirements under GAAP. Recurring recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our aircraft may not be fully recoverable, which may require us to change our assumptions related to future estimated cash flows. The events or changes in circumstances considered include potential sales, changes in contracted lease terms, changes in the status of an aircraft as leased, re-leased, or not subject to lease, repossessions of aircraft, changes in portfolio strategies, changes in demand for a particular aircraft type and changes in economic and market circumstances. Any of these events would be considered when it occurs before the financial statements are issued, including lessee bankruptcies occurring subsequent to the balance sheet date.

        During the three months ended March 31, 2013 and March 31, 2012, we recorded impairment charges of $19.7 million and $11.2 million, respectively, as a result of our recurring recoverability assessments. We recorded impairment charges on two aircraft during both periods.

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Derivative Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 contract	Dec. 31, 2012
Notional and fair values of derivatives outstanding
Master netting agreements, number of contracts in default to allow for netting of derivative assets and liabilities	1
Asset Derivatives, Fair Value		$ 54
Liability Derivatives, Fair Value	(16,718)	(20,933)
[InterestRateCapMember] | [NonAffiliatedEntityMember]
Notional and fair values of derivatives outstanding
Number of derivative agreements (in contracts)	2
[DesignatedAsHedgingInstrumentMember] | [InterestRateSwapMember]
Notional and fair values of derivatives outstanding
Liability Derivatives, Notional Value	293,584	336,125
Liability Derivatives, Fair Value	(16,718)	(20,933)
[NondesignatedMember] | [InterestRateCapMember]
Notional and fair values of derivatives outstanding
Asset Derivatives, Notional Value		65,985
Asset Derivatives, Fair Value		$ 54

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Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions

Related Party Transactions

E. Related Party Transactions

        Related Party Allocations and Fees:    We are party to cost sharing agreements, including tax, with AIG. Generally, these agreements provide for the allocation of corporate costs based upon a proportional allocation of costs to all subsidiaries. We also pay other subsidiaries of AIG a fee related to management services provided for certain of our foreign subsidiaries and we earn management fees from two trusts consolidated by AIG for the management of aircraft we sold to the trusts in prior years. ILFC is included in the consolidated federal income tax return of AIG as well as certain state tax returns where AIG files on a combined/unitary basis. Settlements with AIG for taxes are determined in accordance with our tax sharing agreements.

        Dividends and Capital Contribution:    We transferred two corporate aircraft with a combined net book value of $37.3 million to AIG during the year ended December 31, 2012. The transaction was recorded in Retained earnings as a dividend of $25.4 million, net of taxes of $11.9 million. We also received one corporate aircraft from AIG and we recorded $16.7 million, net of taxes of $9.2 million, in Lease receivables and other assets and as a capital contribution in Paid-in capital to reflect the transaction.

        Expenses Paid by AIG on Our Behalf:    We recorded $0.6 million and $2.6 million in Additional paid in capital for the three months ended March 31, 2013 and the year ended December 31, 2012, respectively, for compensation and other expenses paid by AIG on our behalf for which we were not required to reimburse.

        Derivatives and Insurance Premiums:    The counterparty of all of our interest rate swap agreements as of March 31, 2013, was AIG Markets, Inc., a wholly-owned subsidiary of AIG. See Note N—Fair Value Measurements and Note O—Derivative Financial Instruments. In addition, we purchase insurance through a broker who may place part of our policies with AIG. Total insurance premiums were $2.0 million and $2.4 million for the three months ended March 31, 2013 and 2012, respectively.

        Our financial statements include the following amounts involving related parties:

	Three Months
Income Statement	March 31, 2013			March 31, 2012
	(Dollars in thousands)
Expense (income):
Effect from derivatives on contracts with AIG Markets, Inc.(a)	$	298		$	305
Interest on derivative contracts with AIG Markets, Inc.		3,496			5,081
Allocation of corporate costs from AIG		6,627			8,677
Interest on time deposit account with AIG Markets(a)		(826	)		(594	)
Management fees received		(2,094	)		(2,205	)
Management fees paid to subsidiaries of AIG		31			40

Balance Sheet	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Asset (liability):
Time deposit account with AIG Markets(a)	$	1,104,422		$	1,103,591
Derivative liabilities(b)		(16,718	)		(20,933	)
Current income taxes and other tax liabilities to AIG(c)		(291,853	)		(299,333	)
Accrued corporate costs payable to AIG		(21,802	)		(20,969	)
Equity:
Aircraft transfer to AIG, net of tax of $11,866 (2012)		—			25,379
Aircraft contribution from AIG, net of tax of $9,211 (2012)		—			(16,690	)
Compensation and other expenses paid by AIG		647			2,636

(a)

We have a 30-day interest bearing time deposit account with AIG Markets, Inc., all of which is available for use in our operations. If we request that funds be made available to us prior to the maturity date of the time deposit, we may have to pay a breakage fee to AIG Markets, Inc.

(b)

See Note O—Derivative Financial Instruments for all derivative transactions.

(c)

We made no payment during the three months ended March 31, 2013, and paid approximately $1.7 million to AIG during the year ended December 31, 2012.

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Other Income

3 Months Ended

Mar. 31, 2013

Other Income

Other Income

F. Other Income

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
AeroTurbine revenue
Engines, airframes, parts and supplies	$	58,182		$	73,282
Cost of sales		(48,696	)		(60,949	)
		9,486			12,333
Interest and Other		36,469			10,930
Total	$	45,955		$	23,263

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Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

3 Months Ended

Mar. 31, 2013

Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

H. Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

        From time to time we will dispose of aircraft from our fleet held for use prior to the conclusion of their useful life, most frequently through either a sale or part-out. As part of the recoverability assessment of our fleet, management assesses potential transactions and the likelihood that each individual aircraft will continue to be held for use as part of our leased fleet, or if the aircraft will be disposed of as mentioned above. If management determines that it is more likely than not that an aircraft will be disposed of through either a sale or part-out as a result of a potential transaction, a recoverability assessment is performed, and if impaired, the aircraft is recorded at the lower of fair market value or its current carrying value, with any necessary adjustments recorded in our Condensed, Consolidated Statement of Income. Further, if the aircraft meets the criteria to be classified as Flight equipment held for sale, we reclassify the aircraft from Flight equipment into Flight equipment held for sale (subsequent to recording any necessary impairment charges or fair value adjustments).

        We reported the following impairment charges and fair value adjustments on flight equipment sold or to be disposed:

	Three Months Ended
	March 31, 2013					March 31, 2012
	Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments			Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments
	(Dollars in millions)
Loss
Impairment charges and fair value adjustments on aircraft likely to be sold or sold (including sales-type leases)		2	$	9.5			2	$	5.2
Impairment charges on aircraft intended to be or designated for part-out		8		17.0	(a)		—		2.1	(a)
Total Impairment charges and fair value adjustments on flight equipment		10	$	26.5	(a)		2	$	7.3	(a)

^(a)

Includes charges relating to one engine for the three months ended March 31, 2013, and three engines for the three months ended March 31, 2012.

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Accumulated Other Comprehensive (Loss) Income (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated other comprehensive (loss) income
Other expenses	$ 7,368	$ 4,700
Total reclassifications	(298)	(305)
[ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember]
Accumulated other comprehensive (loss) income
Total reclassifications	(298)
[AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember]
Accumulated other comprehensive (loss) income
Total reclassifications	(298)	(305)
[AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember] | [ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember]
Accumulated other comprehensive (loss) income
Other expenses	(298)
[AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember] | [DeDesignatedHedgeMember] | [ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember]
Accumulated other comprehensive (loss) income
Other expenses	(282)
[AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember] | [InterestRateSwapMember] | [ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember]
Accumulated other comprehensive (loss) income
Other expenses	$ (16)

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Accumulated Other Comprehensive (Loss) Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Other comprehensive income reclassification adjustments
Balance at the beginning of the period	$ (12,491)	$ (19,636)
Other comprehensive (loss) income before reclassifications	3,507	(874)
Amounts reclassified from AOCI	298	305
Income tax effect	(1,343)	304
Total other comprehensive income (loss)	2,462	(265)
Balance at the end of the period	(10,029)	(19,901)
[AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember]
Other comprehensive income reclassification adjustments
Balance at the beginning of the period	(12,931)	(19,763)
Other comprehensive (loss) income before reclassifications	3,223	(866)
Amounts reclassified from AOCI	298	305
Income tax effect	(1,243)	302
Total other comprehensive income (loss)	2,278	(259)
Balance at the end of the period	(10,653)	(20,022)
[AccumulatedNetUnrealizedInvestmentGainLossMember]
Other comprehensive income reclassification adjustments
Balance at the beginning of the period	440	127
Other comprehensive (loss) income before reclassifications	284	(8)
Income tax effect	(100)	2
Total other comprehensive income (loss)	184	(6)
Balance at the end of the period	$ 624	$ 121

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Measurements

Schedule of assets and liabilities measured at fair value on a recurring basis

	Level 1		Level 2			Level 3		Counterparty Netting		Total
	(Dollars in thousands)
March 31, 2013
Derivative assets	$	—	$	—		$	—	$	—	$	—
Derivative liabilities		—		(16,718)	(b)		—		—		(16,718	)
Total	$	—	$	(16,718	)	$	—	$	—	$	(16,718	)
December 31, 2012
Derivative assets	$	—	$	54		$	—	$	—	$	54	(a)
Derivative liabilities		—		(20,933)	(b)		—		—		(20,933	)
Total	$	—	$	(20,879	)	$	—	$	—	$	(20,879	)

^(a)

Derivative assets are presented in Lease receivables and other assets on the Condensed, Consolidated Balance Sheet.

^(b)

The balance includes CVA and MVA adjustments of $0.1 million and $0.3 million as of March 31, 2013 and December 31, 2012, respectively.

Schedule of the effect on condensed, consolidated financial statements as a result of the non-recurring impairment charges and fair value adjustments recorded to flight equipment

	Book Value at December 31, 2012		Impairment Charges			Reclassifications and Other Adjustments			Sales			Depreciation			Book Value at March 31, 2013
	(Dollars in thousands)
Flight equipment	$	104,009	$	(45,853	)	$	(495	)	$	—		$	(3,704	)	$	53,957
Flight equipment held for sale	$	—	$	—		$	—		$	—		$	—			—
Lease receivables and other assets(b)	$	1,500	$	(349	)	$	495		$	(534	)	$	—			1,112
Net investment in finance and sales-type leases	$	—	$	—		$	—		$	—		$	—			—
Total	$	105,509	$	(46,202	)	$	—		$	(534	)	$	(3,704	)	$	55,069

^(a)

Reclassification represents fair value of aircraft parts.

Schedule of key elements effecting the fair value calculation

	Fair Value at March 31, 2013		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
	(Dollars in millions)
Flight Equipment(a)	$	55.6	Income Approach	Discount Rate	8.0%-14.5% (11.0%)
				Remaining Holding Period	0-8 years (2.7 years)
				Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	0-100% (52%)

(a)

Includes Flight equipment for which non-recurring impairment charges and fair value adjustments were recorded during the three months ended March 31, 2013.

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Debt Financings (Details 4) ([UnsecuredDebtMember], USD $)	3 Months Ended			2 Months Ended			2 Months Ended
	Mar. 31, 2013 [NotesIssuedUnderShelfRegistrationStatementMember]	Mar. 31, 2013 [Notes3.875PercentDue2018Member]	Mar. 31, 2013 [Notes4.625PercentDue2021Member]	Apr. 30, 2010 [SeniorNotes8.625PercentDue15September2015Member]	Apr. 06, 2010 [SeniorNotes8.625PercentDue15September2015Member]	Mar. 22, 2010 [SeniorNotes8.625PercentDue15September2015Member]	Apr. 30, 2010 [SeniorNotes8.750PercentDue15March2017Member]	Apr. 06, 2010 [SeniorNotes8.750PercentDue15March2017Member]	Mar. 22, 2010 [SeniorNotes8.750PercentDue15March2017Member]
Debt financings
Face amount of debt		$ 750,000,000	$ 500,000,000
Principal amount	11,200,000,000
Issuance of debt				$ 1,250,000,000			$ 1,500,000,000
Interest rate on debt (as a percent)		3.875%	4.625%		8.625%	8.625%		8.75%	8.75%
Interest rate on debt, minimum (as a percent)	3.875%
Interest rate on debt, maximum (as a percent)	8.875%

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Variable Interest Entities

3 Months Ended

Mar. 31, 2013

Variable Interest Entities

Variable Interest Entities

M. Variable Interest Entities

        Our leasing and financing activities require us to use many forms of SPEs to achieve our business objectives and we have participated to varying degrees in the design and formation of these SPEs. A majority of these entities are wholly owned; we are the primary or only variable interest holder, we are the only decision maker and we guarantee all the activities of the entities. However, these entities meet the definition of a VIE because they do not have sufficient equity to operate without our subordinated financial support in the form of intercompany notes and loans which serve as equity. We have a variable interest in other entities in which we have determined that we are the PB, because we control and manage all aspects of the entities, including directing the activities that most significantly affect these entities' economic performance, and we absorb the majority of the risks and rewards of these entities. We consolidate these entities into our Condensed, Consolidated Financial Statements and the related aircraft are included in Flight equipment and the related borrowings are included in Secured debt financings on our Condensed, Consolidated Balance Sheets.

        We have variable interests in the following entities, in which we have determined we are not the PB because we do not have the power to direct the activities that most significantly affect the entity's economic performance: (i) one entity that we have previously sold aircraft to and for which we manage 18 aircraft, in which our variable interest consists of the servicing fee we receive for the management of 18 aircraft; and (ii) two affiliated entities we sold aircraft to in 2003 and 2004, which aircraft we continue to manage, in which our variable interests consist of the servicing fee we receive for the management of those aircraft. These two affiliated entities, for which we manage aircraft, are consolidated into AIG's financial statements. We do not believe that we will have any future material liquidity obligations to any of these entities.

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events

Subsequent Events

R. Subsequent Events

        2012 Credit Facility:    On April 1, 2013, we amended certain financial covenants under our $2.3 billion three-year unsecured revolving credit facility, effective upon completion of the sale of our common stock to Jumbo Acquisition Limited. Following completion of this sale, we will apply purchase accounting which will adjust the carrying value of our assets and liabilities to their then-current fair value. The amendments to the financial covenants are intended to prevent us from violating such covenants solely as a result of the application of purchase accounting.

        $900 Million Secured Term Loan:    On April 5, 2013, we partially prepaid and amended our $900 million secured term loan entered into in February 2012. This prepayment reduced the outstanding principal amount to $750 million and amended the interest rate to an annual rate of LIBOR plus a margin of 2.75% with a LIBOR floor of 0.75%. Additionally, certain collateral that had served as security for the secured term loan was released. See Note J—Debt Financings. The maturity date remains June 30, 2017.

       ECA Financings:    On May 8, 2013, we amended our 2004 ECA facility, effective immediately. Prior to the amendment, we were subject to a financial covenant that would have been breached solely as a result of the application of purchase accounting in connection with our acquisition by Jumbo Acquisition Limited. The amendment removed this covenant. In addition, the amendment made permanent the requirement to segregate funds and to register individual mortgages in local jurisdictions. Prior to the amendment, this requirement would have fallen away if our long-term debt ratings rose above a certain level. 

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Debt Financings (Details 2) (USD $)	3 Months Ended			0 Months Ended		3 Months Ended		0 Months Ended							3 Months Ended			0 Months Ended	3 Months Ended		0 Months Ended		3 Months Ended
	Mar. 31, 2013 item	Dec. 31, 2012	Mar. 31, 2013 [SecuredDebtMember]	Aug. 20, 2010 [SecuredDebtMember] [SeniorNotesMember] item	Mar. 31, 2013 [SecuredDebtMember] [SeniorNotesMember]	Mar. 31, 2013 [SecuredDebtMember] [SeniorNotesMember] [MinimumMember]	Mar. 31, 2013 [SecuredDebtMember] [SeniorNotesMember] [MaximumMember]	Aug. 20, 2010 [SecuredDebtMember] [SeniorSecuredNotes6.5PercentDueSeptember2014Member]	Aug. 20, 2010 [SecuredDebtMember] [SeniorSecuredNotes6.75PercentDueSeptember2016Member]	Aug. 20, 2010 [SecuredDebtMember] [SeniorSecuredNotes7.125PercentDueSeptember2018Member]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgency2004FacilityMember] [NonRestrictedSubsidiaryMember]	Dec. 31, 2012 [SecuredDebtMember] [ExportCreditAgency2004FacilityMember] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgency2004FacilityMember] [NonRestrictedSubsidiaryMember] [MinimumMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgency2004FacilityMember] [NonRestrictedSubsidiaryMember] [MaximumMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgency2004FacilityMember] [DebtInstrumentVariableRateLIBORMember] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgency1999FacilityMember] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportCreditAgency1999FacilityAndExportCreditAgency2004FacilityMember] [NonRestrictedSubsidiaryMember] [MaximumMember]	Dec. 19, 2012 [SecuredDebtMember] [ExportImportBankFinancingMember]	Mar. 31, 2013 [SecuredDebtMember] [ExportImportBankFinancingMember] item	Dec. 31, 2012 [SecuredDebtMember] [ExportImportBankFinancingMember]	Mar. 30, 2011 [SecuredDebtMember] [SecuredTermLoan2011Member] [NonRestrictedSubsidiaryMember] item	Mar. 31, 2013 [SecuredDebtMember] [SecuredTermLoan2011Member] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [SecuredTermLoan2011Member] [DebtInstrumentVariableRateLIBORMember] [NonRestrictedSubsidiaryMember]	Mar. 31, 2013 [SecuredDebtMember] [SecuredTermLoan2011Member] [DebtInstrumentVariableRateBaseRateMember] [NonRestrictedSubsidiaryMember]
Debt financings
Issuance of debt				$ 3,900,000,000				$ 1,350,000,000	$ 1,275,000,000	$ 1,275,000,000								$ 287,000,000
Interest rate on debt (as a percent)								6.50%	6.75%	7.125%									1.492%
Number of aircraft designated as collateral	2			174															2		54
Number of subsidiaries which either own or hold leases of aircraft included in the pool securing the notes				2
Number of days' notice that the entity must provide for the redemption of notes						30 days	60 days
Prepayment penalty percentage						1.00%
Amount of sinking fund					0
Credit facility, amount outstanding											1,800,000,000					0
Interest rate at period end (as a percent)													0.417%	4.711%
Variable rate basis															LIBOR								LIBOR	Base Rate
Margin added to variable rate basis (as a percent)																							2.75%	1.75%
Flight equipment pledged as collateral			17,312,787,000		6,399,839,000						4,000,000,000										2,400,000,000
Segregated security deposits, overhaul rentals and rental payments	391,963,000	695,388,000									378,400,000	405,400,000								287,000,000
Loan-to-value ratio (as a percent)																	50.00%				65.00%
Initial maximum borrowing capacity																					1,300,000,000
Maximum borrowing capacity																						1,500,000,000
Number of subsidiaries entered into loan agreement																					1
New financing availability											$ 0					$ 0

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Taxes
Effective tax rate (as a percent)	23.40%	35.00%
Interest refund allocation from AIG related to IRS audit adjustments	$ (8.8)

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CONDENSED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CONDENSED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET INCOME	$ 49,616	$ 99,009
OTHER COMPREHENSIVE INCOME (LOSS)
Net changes in fair value of cash flow hedges, net of tax (provision) benefit of $(1,243) (2013) and $302 (2012) and net of reclassification adjustments	2,278	(259)
Change in unrealized fair value adjustments of available-for-sale securities, net of tax (provision) benefit of $(100) (2013) and $2 (2012) and net of reclassification adjustments	184	(6)
Total other comprehensive income (loss)	2,462	(265)
COMPREHENSIVE INCOME	$ 52,078	$ 98,744

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

Recent Accounting Pronouncements

Recent Accounting Pronouncements

B. Recent Accounting Pronouncements

Adoption of Recent Accounting Guidance:

• Presentation of Comprehensive Income

        In February 2013, the FASB issued guidance on the presentation requirements for items reclassified out of Accumulated other comprehensive income. We are required to disclose the effect of significant items reclassified out of Accumulated other comprehensive income on the respective line items of net income or provide a cross-reference to other disclosures currently required under GAAP.

        We adopted the guidance on January 1, 2013, when it became effective. The adoption had no impact on our financial condition, results of operations or cash flows. However, due to this adoption, we have included additional disclosures for items reclassified out of AOCI in Note Q—Accumulated Other Comprehensive (Loss) Income.

• Disclosures about Offsetting Assets and Liabilities

        In February 2013, the FASB issued an accounting guidance update that clarifies the scope of transactions subject to disclosures about offsetting assets and liabilities. The guidance applies to financial instruments and derivative instruments that are offset either in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. This guidance was effective January 1, 2013, and required retrospective application. The adoption of this guidance had no effect on our consolidated financial statements, results of operations or cash flows, and we did not include additional disclosures because all of our derivatives were in liability positions.

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Fair Value Measurements (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Fair value measurements
Derivative assets			$ 54,000
Derivative liabilities	(16,718,000)		(20,933,000)
Effect on condensed, consolidated financial statements as a result of the non-recurring impairment charges and fair value adjustments recorded on Flight equipment
Impairment Charges	(46,202,000)	(18,515,000)
Depreciation	(464,112,000)	(479,650,000)
[FairValueMeasurementsRecurringMember] | [FairValueInputsLevel2Member]
Fair value measurements
Derivative assets			54,000
Derivative liabilities	(16,718,000)		(20,933,000)
Total derivative assets, net	(16,718,000)		(20,879,000)
CVA and MVA adjustments	100,000		300,000
[FairValueMeasurementsRecurringMember] | [EstimateOfFairValueFairValueDisclosureMember]
Fair value measurements
Derivative assets			54,000
Derivative liabilities	(16,718,000)		(20,933,000)
Total derivative assets, net	(16,718,000)		(20,879,000)
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member] | [LongLivedAssetsImpairmentChargesAndFairValueAdjustmentsPeriod01January2013To31March2013Member]
Effect on condensed, consolidated financial statements as a result of the non-recurring impairment charges and fair value adjustments recorded on Flight equipment
Book Value at beginning of the period	105,509,000
Impairment Charges	(46,202,000)
Sales	(534,000)
Depreciation	(3,704,000)
Book Value at end of the period	55,069,000
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member] | [AssetsLeasedToOthersMember] | [LongLivedAssetsImpairmentChargesAndFairValueAdjustmentsPeriod01January2013To31March2013Member]
Effect on condensed, consolidated financial statements as a result of the non-recurring impairment charges and fair value adjustments recorded on Flight equipment
Book Value at beginning of the period	104,009,000
Impairment Charges	(45,853,000)
Reclassifications and Other Adjustments	(495,000)
Depreciation	(3,704,000)
Book Value at end of the period	53,957,000
[FairValueMeasurementsNonrecurringMember] | [FairValueInputsLevel3Member] | [LeaseReceivablesAndOtherAssetsMember] | [LongLivedAssetsImpairmentChargesAndFairValueAdjustmentsPeriod01January2013To31March2013Member]
Effect on condensed, consolidated financial statements as a result of the non-recurring impairment charges and fair value adjustments recorded on Flight equipment
Book Value at beginning of the period	1,500,000
Impairment Charges	(349,000)
Reclassifications and Other Adjustments	495,000
Sales	(534,000)
Book Value at end of the period	$ 1,112,000

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Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2013

Recent Accounting Pronouncements

Recent Accounting Pronouncements

B. Recent Accounting Pronouncements

Adoption of Recent Accounting Guidance:

• Presentation of Comprehensive Income

        In February 2013, the FASB issued guidance on the presentation requirements for items reclassified out of Accumulated other comprehensive income. We are required to disclose the effect of significant items reclassified out of Accumulated other comprehensive income on the respective line items of net income or provide a cross-reference to other disclosures currently required under GAAP.

        We adopted the guidance on January 1, 2013, when it became effective. The adoption had no impact on our financial condition, results of operations or cash flows. However, due to this adoption, we have included additional disclosures for items reclassified out of AOCI in Note Q—Accumulated Other Comprehensive (Loss) Income.

• Disclosures about Offsetting Assets and Liabilities

        In February 2013, the FASB issued an accounting guidance update that clarifies the scope of transactions subject to disclosures about offsetting assets and liabilities. The guidance applies to financial instruments and derivative instruments that are offset either in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. This guidance was effective January 1, 2013, and required retrospective application. The adoption of this guidance had no effect on our consolidated financial statements, results of operations or cash flows, and we did not include additional disclosures because all of our derivatives were in liability positions.

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Basis of Preparation (Details) ([MajorityShareholderMember], [MinimumMember])	Mar. 31, 2013 item
[MajorityShareholderMember] | [MinimumMember]
Basis of presentation
Customers served, number of countries	130

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies.

Commitments and Contingencies

L. Commitments and Contingencies

        At March 31, 2013, we had committed to purchase 243 new aircraft (of which 18 are through sale-leaseback transactions), four used aircraft from third parties, and nine new spare engines scheduled for delivery through 2019 with aggregate estimated total remaining payments (including adjustment for anticipated inflation) of approximately $17.8 billion. All of these commitments to purchase new aircraft and engines, other than the sale-leaseback transactions, are based upon agreements with each of Boeing, Airbus and Pratt and Whitney. In addition, AeroTurbine has agreed to purchase three used aircraft and eight engines under other flight equipment purchase agreements for an aggregate purchase commitment of $46.6 million.

Guarantees

• •

  Asset Value Guarantees:  We provide guarantees on a portion of the residual value of certain aircraft to financial institutions and other third parties for fees. As of March 31, 2013, we provided 13 such guarantees that had not yet been exercised. These guarantees expire at various dates through 2023 and generally obligate us to pay the shortfall between the fair market value and the guaranteed value of the aircraft and provide us with an option to purchase the aircraft for the guaranteed value. We have also been called upon to perform under five such guarantees and, as a result, we purchased one used aircraft during the three months ended March 31, 2013 and expect to purchase another four such aircraft during the remainder of 2013. At March 31, 2013, the total reserves related to these guarantees, both exercised and unexercised, aggregated $41.5 million. At March 31, 2013, the maximum aggregate potential commitment that we were obligated to pay under the 13 unexercised guarantees, without any offset for the projected value of the aircraft or other features that may limit our exposure, was approximately $330.6 million.

  •

  Aircraft Loan Guarantees:  We guarantee one loan collateralized by an aircraft. The guarantee expires in 2014, when the loan matures, and obligates us to pay an amount up to the guaranteed value upon the default of the borrower, which will be offset by a portion of the underlying value of the aircraft collateral. At March 31, 2013, the guaranteed value, without any offset for the projected value of the aircraft, was approximately $7.4 million.

        Management regularly reviews the underlying values of the aircraft collateral to determine our exposure under asset value guarantees and loan guarantees. We recorded provisions for losses on asset value guarantees of $6.6 million related to two asset value guarantees during the three months ended March 31, 2013. The carrying balance of guarantees of $46.0 million, including reserves, is included in Accrued interest and other payables on our Condensed, Consolidated Balance Sheets.

Contingencies

Legal Proceedings

        Yemen Airways-Yemenia:    We are named in a lawsuit in connection with the 2009 crash of our Airbus A310-300 aircraft on lease to Yemen Airways-Yemenia, a Yemeni carrier. The plaintiffs are families of deceased occupants of the flight and seek unspecified damages for wrongful death, costs, and fees. The operative litigation commenced in January 2011 and is pending in the United States District Court for the Central District of California. We believe that we have substantial defenses on the merits and that we are adequately covered by available liability insurance. We do not believe that the outcome of the Yemenia lawsuit will have a material effect on our consolidated financial condition, results of operations or cash flows.

        We are also a party to various claims and litigation matters arising in the ordinary course of our business. We do not believe that the outcome of these matters, individually or in the aggregate, will be material to our consolidated financial condition, results of operations or cash flows.